S-4

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 9, 2002

REGISTRATION NO. 333-[ ]

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

GRAPHIC PACKAGING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization) 2650 (Primary Standard Industrial
Classification Code Number) 23-2202691 (I.R.S. Employer
Identification Number)

ADDITIONAL REGISTRANT GUARANTORS LISTED ON THE FOLLOWING PAGE

4455 Table Mountain Drive

Golden, Colorado 80403

(303) 215-4600

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Jill B.W. Sisson, Esq.

Graphic Packaging Corporation

4455 Table Mountain Drive

Golden, Colorado 80403

(303) 215-4600

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies To:

W. Dean Salter, Esq.

Michael F. Cyran, Esq.

Holme Roberts & Owen LLP

1700 Lincoln Street, Suite 4100

Denver, Colorado 80203

(303) 861-7000

Approximate date of commencement of proposed sale of securities to the public:

As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit (1)	Proposed Maximum Aggregate Offering Price (1)	Amount of Registration Fee (2)
8 5/8% Senior Subordinated Notes Due 2012	$300,000,000	100%	$300,000,000	$27,600 (1)
Unconditional Guarantees on a Senior Subordinated Basis of 8 5/8% Senior Subordinated Notes Due 2012(3)	(4)	(4)	(4)	None(4)

(1) Estimated solely for the purpose of computing the registration fee calculated pursuant to Rule 457(f)(2) under the Securities Act.

(2) Calculated by multiplying the aggregate offering amount by .000092.

(3) See inside facing page for Table of Registrant Guarantors.

(4) Pursuant to Rule 457(n) of the Securities Act of 1933, no separate fee for the guarantees is payable.

WE HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL WE SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

Table of Registrant Guarantors

Exact Name of Registrant Guarantor as Specified in its Charter(1)(2)	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification Number
Graphic Packaging International Corporation	Colorado	2650	84-1208699
Graphic Packaging Holdings, Inc.	Colorado	6719	84-1497312
Golden Technologies Company, Inc.	Colorado	6221,2046	84-1134499
Golden Equities, Inc.	Colorado	6552	84-1212654
GAC Aluminum Corporation	Colorado	3353	84-0842034
Lauener Engineering Limited	Delaware	6719	84-1252296

(1) The address, including zip code, and telephone number, including area code, of the registrant guarantors listed in this table is the same as those of Graphic Packaging Corporation.

(2) In addition to the registrant guarantors listed in this table, the notes will be unconditionally guaranteed on a senior subordinated basis by future domestic subsidiaries (excluding Graphic Packaging Corporation) of Graphic Packaging International Corporation.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission becomes effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION

DATED APRIL 9, 2002.

PROSPECTUS

GRAPHIC PACKAGING CORPORATION

OFFER TO EXCHANGE

UP TO $300,000,000 PRINCIPAL AMOUNT OUTSTANDING OF

8 ⁵/8% SENIOR SUBORDINATED NOTES DUE 2012

FOR

A LIKE PRINCIPAL AMOUNT OF

8 ⁵/8% SENIOR SUBORDINATED NOTES DUE 2012

THIS PROSPECTUS INCORPORATES BUSINESS AND FINANCIAL INFORMATION ABOUT US THAT IS NOT INCLUDED IN OR DELIVERED WITH THE DOCUMENT. THIS INFORMATION IS AVAILABLE WITHOUT CHARGE UPON WRITTEN OR ORAL REQUEST TO US AT GRAPHIC PACKAGING CORPORATION, 4455 TABLE MOUNTAIN DRIVE, GOLDEN, COLORADO 80403 ATTN: CORPORATE SECRETARY, (303) 215-4600. IF YOU REQUEST DOCUMENTS FROM US, WE WILL MAIL THEM TO YOU BY FIRST-CLASS MAIL, OR BY ANOTHER EQUALLY PROMPT MEANS, WITHIN ONE BUSINESS DAY AFTER WE RECEIVE YOUR REQUEST. IN ORDER TO OBTAIN TIMELY DELIVERY OF THESE DOCUMENTS, YOU MUST MAKE YOUR REQUEST NO LATER THAN FIVE BUSINESS DAYS BEFORE THE EXPIRATION DATE OF THE EXCHANGE OFFER.

TERMS OF EXCHANGE OFFER

• The exchange offer expires 5:00 p.m., New York City time, [                ], 2002, unless we extend it.

• The terms of the new notes to be issued in the exchange offer are substantially identical to the terms of the old notes, except for transfer restrictions and registration rights relating to the outstanding old notes.

• We will not receive any proceeds from the exchange offer.

• We do not intend to list the new notes to be issued in the exchange offer on any securities exchange and, therefore, we do not anticipate an active public market for the new notes.

SEE “RISK FACTORS” BEGINNING ON PAGE 13 FOR A DISCUSSION OF MATTERS THAT YOU SHOULD CONSIDER BEFORE PARTICIPATING IN THE EXCHANGE OFFER OR INVESTING IN THE NOTES.

Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, as amended. This prospectus, at it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days following the consummation of this exchange offer or such shorter period during which participating broker-dealers are required by law to deliver this prospectus, we will make this prospectus available to any broker-dealer and other persons, if any, with similar prospectus delivery requirements for use in connection with any such resale. See “Plan of Distribution.”

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

The date of this prospectus is April [    ], 2002.

TABLE OF CONTENTS

Special Note Regarding Forward-Looking Statements	2
Market Data	2
Trademarks and Trade Names	2
Where You Can Find More Information	3
Incorporation of Documents by Reference	3
Prospectus Summary	4
Summary Terms of the Exchange Offer	7
Summary Description of the Securities to Be Registered	9
Summary Consolidated Financial Information	11
Ratio of Earnings to Combined Fixed Charges and Preferred Dividends	12
Risk Factors	13
The Exchange Offer	20
Use of Proceeds	28
Description of Other Obligations	28
Description of the Notes	29
Certain United States Federal Income Tax Considerations	61
Plan of Distribution	64
Legal Matters	65
Experts	66
Where You Can Find More Information	66
Index to Financial Statements and Supplemental Information	F-1

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this document constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may include words such as “anticipate”, “estimate”, “expect”, “project”, “intend”, “plan”, “believe” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. All statements other than statements of historical fact involve uncertainties that may cause actual results to be materially different from those stated or implied. Certain of such risks are discussed below under the heading “Risk Factors”. The following factors are among those that may cause actual results to differ materially from the forward-looking statements:

• revenue for 2002 might be reduced because:

- customers experience lower demand, find alternative suppliers or otherwise reduce their demand for our products;

- of price decreases; or

- we, as a result of plant closures, are unable to efficiently move business to or qualify that business at our other plants;

• margins might be reduced due to lower sales, deteriorating market conditions for products sold, price decreases or increases in operating and materials costs, including recycled fiber, paperboard and energy-related costs;

• debt may not be reduced due to lower than expected free cash flow;

• capital expenditures might be higher than planned due to unexpected requirements or opportunities;

• interest rates on the unhedged portion of our debt and on any new debt we might incur might be higher than anticipated;

• we could be subject to higher interest rates if we are unable to meet certain financial terms or tests of our senior debt; and

• the future benefits of restructuring, cost reduction and optimization might not be realized because of possible delays and increases in costs.

All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus might not occur.

MARKET DATA

The market data included in this prospectus is based on independent industry publications, other publicly available information or good faith beliefs of our management. Although we believe that these independent sources are reliable, the accuracy and completeness of this information is not guaranteed.

TRADEMARKS AND TRADE NAMES

We own or have rights to trademarks or trade names that we use in conjunction with the operation of our business. In addition, our name, logo and website name and address are our service marks or trademarks. This prospectus also may contain product names, trademarks, trade names or service marks of other companies. Each trademark, trade name or service mark by any other company appearing in this prospectus belongs to its holder.

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WHERE YOU CAN FIND MORE INFORMATION

Our parent corporation that wholly owns us, Graphic Packaging International Corporation, is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In accordance with the Exchange Act, Graphic Packaging International Corporation files reports, proxy statements and other information with the Securities and Exchange Commission (the “Commission”). The reports, proxy statements and other information can be inspected and copied at the public reference facilities that the Commission maintains at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission’s regional office located at Suite 1400, Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois 60661. Copies of these materials can be obtained at prescribed rates from the Public Reference Section of the Commission at the principal offices of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission also maintains a web site at http://www.sec.gov, which contains reports, proxy statements and other information regarding registrants that file electronically with the Commission.

INCORPORATION OF DOCUMENTS BY REFERENCE

The Commission allows us to “incorporate by reference” the information our parent corporation, Graphic Packaging International Corporation, files with them into this prospectus, which means that:

• incorporated documents are considered part of this prospectus;

• we can disclose important business and financial information about us, which is not included in or delivered with this prospectus, to you by referring you to those other documents; and

• information contained in later-dated documents will supplement, modify or supersede, as applicable, the information contained in earlier-dated documents, and information that we subsequently file with the Commission will automatically update and supersede this incorporated information.

We incorporate by reference into this prospectus the documents listed below, as amended and supplemented, and all documents filed by Graphic Packaging International Corporation with the Commission under Section 13(a), 13(c) 14 or 15(d) of the Exchange Act after the date of this prospectus and prior to the time that the exchange offer made hereby is completed:

• Graphic Packaging International Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (excluding Item 8), filed March 12, 2002;

• Graphic Packaging International Corporation Definitive Proxy Statement dated March 29, 2002; and

• Graphic Packaging International Corporation Current Reports on Form 8-K dated February 1, 2002, February 22, 2002, and March 28, 2002.

You can obtain any of the filings incorporated by reference into this document through us or from the Commission through the Commission’s web site or at the addresses listed above. Documents incorporated by reference into this prospectus, except for any exhibits to those documents that are not expressly incorporated by reference into those documents, are available from us without charge by requesting them in writing or by telephone at the following address and telephone number:

Graphic Packaging Corporation

4455 Table Mountain Drive

Golden, Colorado 80403

Attention: Corporate Secretary

Telephone: (303) 215-4600

If you request any incorporated documents from us, we will mail them to you by first-class mail, or by another equally prompt means, within one business day after we receive your request. However, in order to obtain timely delivery of these documents, you must make your request no later than five business days before the expiration date of the exchange offer.

Unless the context requires otherwise, all references in this document to “this prospectus” include all documents incorporated by reference into this prospectus.

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PROSPECTUS SUMMARY

This summary may not contain all of the information that may be important to you. You should carefully read the entire prospectus, including the “Risk Factors” section and the financial data and related notes, before investing in the notes or participating in this exchange offer. As used in this prospectus, unless otherwise indicated or the context otherwise requires, (i) the term “GPIC” refers to Graphic Packaging International Corporation, (ii) the term “GPC” refers to the issuer of the notes, Graphic Packaging Corporation, and (iii) the terms “Graphic Packaging”, “we”, “the company”, “us” and “our” refer to Graphic Packaging International Corporation and its subsidiaries.

Graphic Packaging International Corporation

Graphic Packaging is the leading manufacturer of folding cartons in North America with an estimated 13% market share. We have achieved our leadership position by focusing our operations exclusively on the folding carton market segment of the fiber-based product packaging industry. Over the past several years, we have outpaced sales growth in our industry by delivering to our customers innovative products, superior value, product variety and strong customer service at a competitive price. In addition, through our advanced technology, process improvements and plant and press optimization, we believe we are the lowest cost producer of folding cartons in North America.

We sell our products primarily to major consumer product manufacturers in non-cyclical industries. In particular, our products are used in the following end-use markets:

• food—cereal; desserts; frozen and microwave foods; pet foods; prepared foods; snacks; and food service products;

• household products—dishwasher and laundry detergent; sporting goods; healthcare; and tissues and papers;

• beverage—bottle and can carriers and cases; and

• tobacco—flip top boxes and cartons.

Our products enable our customers to include high-impact graphics, abrasion and heat resistance, leakage protection and moisture, gas and solvent barriers in their product packaging. We operate 17 folding carton converting facilities and three research and development facilities in 13 states and Canada, and one recycled paperboard mill in Michigan, which we believe to be the lowest cost, coated recycled paperboard mill in North America. These facilities are strategically located to best serve our largest customers.

We estimate that the folding carton industry had total sales of approximately $8.6 billion in 2001, with the five largest producers accounting for more than 50% of this amount. The primary competitive factors in the folding carton industry are price, design, product innovation, quality and service. In recent years, consolidation among large consumer products companies has increased the geographic diversity of their operations. This consolidation has led to a preference for suppliers with broad geographic presence and scale, who can more efficiently and economically supply the majority of their folding carton needs. As a result, we believe that our industry will continue to consolidate.

The folding carton industry can be divided into high volume, regional and value-added markets. We concentrate our efforts on the high volume and value-added markets. While the value-added market requires innovative products and technologies for unique customer specifications, the high volume market necessitates effective, low cost solutions and service. Examples of products for the high volume market are cereal, frozen pizza, prepared food and rice boxes. We have significant opportunities for growth in the high volume market due to our scale, technological capabilities, low cost position and reputational strength with customers. Examples of products for the value-added market are microwave-active packaging, moisture barrier beverage carriers and cases and promotional packaging. We are well positioned to take advantage of growth opportunities and to increase our market share in the value-added market because of our emphasis on research and development and technological innovation. Another growth opportunity in the value-added market is developing products for customers currently served by manufacturers of flexible and corrugated packaging.

Competitive Strengths

Our business strategy is to maintain and improve our customer relationships and market leadership, while leveraging our low cost position. We continue to invest in new technologies that, combined with our significant emphasis on research and development, provide our existing customer base with innovative, value-added and low cost solutions. Our competitive strengths, which enable us to execute our strategy, include:

Market Leadership Position.    Through a combination of acquisitions and internal growth, we are the market leader in the folding carton industry in North America. While net sales in the folding carton industry have grown at a compound annual rate of approximately 0.9% over the past two years, on a pro forma basis we have increased our net sales organically at a compound annual rate of approximately 4.4% over the same period by increasing our market share. In addition, we are a leading producer of

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innovative value-added packaging for fast growing new convenience food products which are exceeding the growth rate of the overall market.

Customer Relationships.    Our customer base includes some of the most well-known consumer products companies, such as Coors Brewing Company, General Mills, Inc./The Pillsbury Company and Kraft Foods Inc./Philip Morris USA Inc. Our top 20 customers collectively represent approximately 79% of our gross sales. The average length of our relationship with this group of customers exceeds 20 years.

Low Cost Position.    We believe that we are the lowest cost producer in the folding carton industry as a result of our significant investments in advanced technology, process improvements and plant and press optimization. We operate 25, or over 50%, of the state-of-the-art, high-speed web-litho presses that we estimate to be in service in North America. In addition, in 2000, we began a significant cost reduction effort that included a company-wide restructuring, closure of nonproductive plants, waste reduction and system optimization and the initiation of a Six Sigma process. Five plants have been or are in the process of being shut down with a minimal loss of volume in our overall business. These efforts have reduced our operating costs by an estimated $55 million over the last two years. Since 1997, we also have reduced our selling, general and administrative expenses as a percentage of net sales from 15.8% to 5.7%, which we believe to be one of the lowest in the industry. We accomplished this reduction principally through the divesture of non-core assets and, recently, through consolidation of operations and overhead cost reductions.

Our folding carton converting operations are supported by our state-of-the-art coated, recycled paperboard mill in Kalamazoo, Michigan. With 330,000 tons of annual production capacity, the mill is the largest coated, recycled paperboard facility in North America, and we believe it to be the lowest cost and most efficient facility of its type. The mill’s paperboard is specifically designed to maximize throughput on high-speed web-litho presses of the type we operate, and the mill is an integral part of our low cost converting strategy. As a result, we consume approximately 75% of its output in our own operations.

Product Innovation with Leading-edge, Proprietary Technology. We believe that, in order to be a leader in the folding carton industry, we must maintain product differentiation, driven by leading-edge, proprietary technology. We hold over 150 U.S. patents for packaging processes and designs, and we place significant importance on creating products that cater to customer needs. Two examples of our superior technology include:

Composipac^®.    Our Composipac^® technology provides finished products with high quality graphics, including metallized high gloss effects and holographic imaging, that have enhanced abrasion protection, added strength and moisture, air or other special barrier properties. This technology enables us to create products that meet the specialized packaging needs of beverage, powdered detergents, soap and promotional products. We expect the barrier lamination characteristics of this technology to allow us to expand our product offerings in the snack and pet food markets.

MicroRite^®.    Our MicroRite^® microwave-active packaging provides oven-heating, browning and crisping qualities for microwave foods. This technology allows us to offer controlled, predictable heating when exposed to microwave power. We are the largest North American manufacturer of microwave-active packaging, excluding popcorn bags.

These two technologies have generated over $300 million of total sales in the last two years. We expect sales of these two products, and other products utilizing innovative technology, to continue to expand in the future.

Strong, Experienced Management Team.    Our senior management team is highly experienced and is responsible for guiding our company to its leading industry position. The senior management team has:

• implemented a successful organic and acquisition growth strategy;

• orchestrated the successful divestiture of non-core assets in order to focus solely on folding carton production;

• successfully reduced indebtedness from $1,021.1 million at December 31, 1999 to $525.8 million at December 31, 2001; and

• initiated and sponsored the on-going company-wide implementation of Six Sigma, a data-driven methodology to reduce defects and improve processes.

Refinancing Transactions

On February 28, 2002, we privately placed $300.0 million aggregate principal amount of our 8 ⁵/8% Senior Subordinated Notes due 2012, referred to herein as the “old notes,” in a transaction exempt from registration under the Securities Act. Our net proceeds from the sale of the old notes totaled approximately $294.1 million. We used the net proceeds to reduce outstanding borrowings under our old senior secured credit facility and to repurchase our then existing subordinated notes at par. Concurrently with the offering of the notes, we replaced our old senior secured credit facility with a new $450.0 million senior secured credit facility. As used in this prospectus, “Refinancing Transactions” refers collectively to the initial offering of the old notes, the execution of our new credit facility and the use of the net proceeds of the initial offering of the old notes together with the

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borrowings under the new credit facility to repay indebtedness previously outstanding under our old credit facility and to repurchase our then existing subordinated notes at par.

Our borrowings at December 31, 2001 and after the Refinancing Transactions consist of the following (in thousands):

	December 31, 2001		February 28, 2002
Seven-year term facility due 2009	$	—	$	175,000
Five-year revolving credit facility due 2007		—		62,600
8 5/8% Senior subordinated notes due 2012		—		300,000
Five-year term facility due 2004		247,035		—
Revolving credit facility due 2004		222,750		—
10% Subordinated notes due 2008		50,000		—
Various notes payable (1)		5,947		5,900
Total		525,759		543,500
Less current maturities		37,373		4,123
Long-term maturities	$	488,386	$	539,377

(1) The notes bear interest at rates ranging from 5.25% to 13.06% and mature from 2002 through 2008.

GPIC was incorporated in Colorado in August 1992 as a holding company for the packaging, ceramics, aluminum and developmental businesses formerly owned by Adolph Coors Company, or ACCo. GPC, a wholly-owned subsidiary of GPIC, was incorporated in April 1982 in the State of Delaware. In December 1992, ACCo distributed to its shareholders all outstanding shares of GPIC stock. During our initial years, we operated packaging, ceramics, aluminum and various developmental businesses. Through various acquisitions, including the January 1998 acquisition of Universal Packaging Corporation and the August 1999 acquisition of Fort James Corporation’s folding carton operations, divestitures, a spin-off and other transactions, we are now strategically focused on the folding carton segment of the fiber-based product packaging industry. To better reflect the nature of our new business focus, in 2000, GPIC changed its ticker symbol on the New York Stock Exchange to “GPK” and formally changed its name from ACX Technologies, Inc. to Graphic Packaging International Corporation.

Our executive offices are located at 4455 Table Mountain Drive, Golden, Colorado 80403, and our telephone number is (303) 215-4600.

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SUMMARY TERMS OF THE EXCHANGE OFFER

On February 28, 2002, we privately placed $300.0 million aggregate principal amount of our 8 ⁵/8% Senior Subordinated Notes due 2012, referred to herein as the “old notes,” in a transaction exempt from registration under the Securities Act. In connection with the private placement, we entered into a registration rights agreement, dated February 28, 2002, with the initial purchasers of the old notes. In the registration rights agreement, we agreed to register under the Securities Act an offer of our new 8 ⁵/8% Senior Subordinated Notes due 2012, referred to herein as the “new notes,” in exchange for the old notes. We also agreed to deliver this prospectus to holders of the old notes, to file the exchange offer registration statement within 90 days of the issuance of the old notes, to use our commercially reasonable efforts to cause such registration statement to become effective within 180 days after the issuance of the old notes, and, as soon as practical after the effective date of this registration statement, to offer the new notes in exchange for surrender of the old notes. In this prospectus, we refer to the old notes and the new notes together as the “notes.” You should read the discussion in the section entitled “Description of the Notes” for information regarding the notes. In connection with this exchange offer, holders of old notes do not have any appraisal or dissenters’ rights under law or the indenture governing the old notes.

The Exchange Offer We are offering to exchange up to $300.0 million aggregate principal amount of old notes for a like principal amount of new notes. Old notes may only be tendered in multiples of $1,000 principal amount. The new notes are substantially identical to the old notes, except that:

(1) the new notes will be freely transferable, other than as described in this prospectus;

(2) the new notes will not contain any legend restricting their transfer; and

(3) holders of the new notes will not be entitled to certain rights granted to the holders of the old notes under the registration rights agreement as described in this prospectus under “The Exchange Offer—Background,” “Resale of the New Notes,” “—Shelf Registration Statement” and “—Additional Interest.”

We believe that you can transfer the new notes without complying with the registration and prospectus delivery provisions of the Securities Act if you:

(1) acquire the new notes in the ordinary course of your business;

(2) are not and do not intend to become engaged in a distribution of the new notes;

(3) are not an affiliate of ours; and

(4) are not a broker-dealer that acquired old notes as a result of market-making or other trading activities.

If any of these conditions is not satisfied and you transfer any new note without delivering a proper prospectus or without qualifying for exemption from the registration requirements of the Securities Act, you may incur liability under the Securities Act.

Each broker-dealer that receives new notes for its own account in exchange for old notes, which it acquired as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of those new notes. See “Plan of Distribution.”

Registration Rights Under the registration rights agreement, we have agreed to consummate the exchange offer or to cause the old notes to be registered under the Securities Act so as to permit resales. If we are not in compliance with our obligations under the registration rights agreement, additional cash interest will be payable under certain circumstances in addition to the interest that is otherwise due on the notes. If the exchange offer is completed on the terms and within the period contemplated by this prospectus, no additional cash interest will be payable on the notes. See the sections entitled “The Exchange Offer—Shelf Registration Statement” and

“—Additional Interest.”

Minimum Condition The exchange offer is not conditioned on any minimum aggregate principal amount of old notes being tendered for exchange.

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Expiration Date The exchange offer will expire at 5:00 p.m., New York City time, on [ ], 2002, unless we extend it.

Conditions to the Exchange Offer Our obligation to complete the exchange offer is subject to various conditions. See the sections entitled “The Exchange Offer—Conditions.” We reserve the right to terminate or amend the exchange offer at any time before the expiration date if various specified events occur.

Withdrawal Rights You may withdraw the tender of your old notes at any time before the expiration date. Any old notes not accepted for any reason will be returned to you without expense as promptly as practicable after the expiration or termination of the exchange offer.

Procedures for Tendering Old Notes See the section entitled “The Exchange Offer—Procedures for Tendering.”

Accounting Treatment We will not recognize any gain or loss for accounting purposes upon the completion of the exchange offer. The expenses of the exchange offer that we pay will be deferred and amortized as interest expense over the life of the notes in accordance with generally accepted accounting principles.

Federal Income Tax Consequences The exchange of old notes for new notes by U.S. holders will not be a taxable exchange for U.S. federal income tax purposes, and U.S. holders should not recognize any taxable gain or loss as a result of the exchange.

Effect on Holders of Old Notes If the exchange offer is completed on the terms and within the period contemplated by this prospectus, holders of the old notes will have no further registration or other rights under the registration rights agreement, except under limited circumstances. See the section entitled “The Exchange Offer—Shelf Registration Statement” and “—Additional Interest.” Holders of the old notes who do not tender their old notes will continue to hold those old notes. All untendered, and tendered but unaccepted, old notes will continue to be subject to the restrictions on transfer provided for in the old notes and the indenture under which the old notes were and the new notes will be issued. To the extent that old notes are tendered and accepted in the exchange offer, the trading market, if any, for any old notes that remain outstanding after consummation of the exchange offer could be adversely affected.

Use of Proceeds We will not receive any proceeds from the issuance of new notes in this exchange offer.

Exchange Agent Wells Fargo Bank Minnesota, N.A., Corporate Trust Services is serving as exchange agent in connection with this exchange offer.

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SUMMARY DESCRIPTION OF THE SECURITIES TO BE REGISTERED

This exchange offer applies to $300.0 million aggregate principal amount of old notes. The new notes are substantially identical to the old notes, except for transfer restrictions and registration rights relating to the old notes. The new notes will evidence the same debt as the old notes and will be entitled to the benefits of the indenture. See the section entitled, “Description of the Notes.”

Issuer Graphic Packaging Corporation.

Notes offered $300.0 million principal amount of 8 ⁵/8% senior subordinated notes due 2012.

Maturity date February 15, 2012.

Interest payment dates February 15 and August 15 of each year, commencing on August 15, 2002.

Ranking The notes will be GPC’s unsecured senior subordinated obligations. The notes will be subordinated to GPC’s existing and future senior indebtedness. After giving effect to the Refinancing Transactions, at February 28, 2002, GPC had approximately $240.2 million of senior indebtedness outstanding. The notes will rank equal in right of payment to GPC’s future senior subordinated indebtedness and will be senior in right of payment to GPC’s existing and future subordinated indebtedness.

Guarantees The payment of the principal, interest and premium on the notes will be fully and unconditionally guaranteed on a senior subordinated basis by GPIC and its existing and future domestic subsidiaries other than GPC. See “Description of the Notes—Guarantees”.

The guarantees will be subordinated to the guarantors’ existing and future senior indebtedness, including their guarantees of GPC’s obligations under the new credit facility. The guarantees will rank equal in right of payment to any of the guarantors’ future senior subordinated indebtedness and will be senior in right of payment to the guarantors’ existing and future subordinated indebtedness. At February 28, 2002, after giving effect to the Refinancing Transactions, GPIC had approximately $240.8 million of senior indebtedness outstanding and the subsidiary guarantors had approximately $237.6 million of senior indebtedness outstanding. At February 28, 2002, after giving effect to the Refinancing Transactions, the non-guarantor subsidiaries, which include all of GPIC’s foreign subsidiaries, had approximately $5.2 million of indebtedness and other liabilities (including trade payables) that are structurally senior to the notes.

Optional redemption Prior to February 15, 2005, GPC is entitled to redeem up to 35% of the original principal amount of the notes from the proceeds of certain equity offerings, so long as:

•   it pays to the holders of such notes a redemption price of 108.625% of the principal amount of the notes, plus accrued and unpaid interest to the date of redemption; and

•   at least 65% of the original aggregate principal amount of the notes and any additional notes remain outstanding after each such redemption, other than notes held by GPIC or its affiliates.

Prior to February 15, 2007, GPC is entitled to redeem the notes as a whole at a redemption price equal to the principal amount of the notes plus the Applicable Premium and accrued and unpaid interest. “Applicable Premium” is defined in “Description of the Notes— Certain Definitions”.

On or after February 15, 2007, GPC is entitled to redeem some or all of the notes at the fixed redemption prices listed under “Description of the Notes—Optional Redemption”, plus accrued and unpaid interest to the date of redemption.

Change of control If we experience a Change of Control, subject to certain conditions, GPC must give holders of the notes the opportunity to sell to GPC their notes at 101% of the principal amount, plus accrued and unpaid interest. The term “Change of Control” is defined under “Description of the Notes—Certain Definitions”.

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Restrictive covenants The indenture governing the notes limits the ability of GPIC and its restricted subsidiaries, including GPC, to engage in certain activities. The provisions of the indenture limit GPIC’s and such subsidiaries’ ability, among other things, to:

•      incur additional indebtedness;

•      pay dividends on their capital stock or redeem, repurchase or retire  their capital stock or subordinated indebtedness;

•      make certain investments;

•      incur subordinated indebtedness that is senior to the notes;

•      create dividend or other payment restrictions affecting restricted subsidiaries;

•      issue or sell capital stock of restricted subsidiaries;

•      guarantee indebtedness;

•      enter into transactions with affiliates;

•      create liens;

•      sell assets; and

•      enter into certain mergers and consolidations.

These covenants are subject to important exceptions and qualifications described under “Description of the Notes—Certain Covenants”.

No Public Market The notes are a new issue of securities and will not be listed on any securities exchange or included in any automated quotation system.

Risk Factors

You should consider carefully all the information set forth in this prospectus and, in particular, should evaluate the specific factors under the section “Risk Factors” beginning on page 13 for considerations relevant to participation in the exchange offer or an investment in the notes.

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SUMMARY CONSOLIDATED FINANCIAL INFORMATION

The following table sets forth certain of GPIC’s historical consolidated financial information. The summary consolidated financial information at December 31, 2001 and for the years ended December 31, 1999, 2000 and 2001 has been derived from our audited consolidated financial statements and the related notes included elsewhere in this prospectus. You should read the summary consolidated financial information set forth below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2001, which is incorporated herein by reference, and our consolidated financial statements and the related notes included elsewhere in this prospectus.

	Years Ended December 31,
	1999			2000			2001
	(in thousands, except ratio data)
Income Statement Data:
Net sales (1)	$	850,155		$	1,102,590		$	1,112,535
Gross profit		128,805			138,611			152,277
Selling, general and administrative expense		73,357			61,134			62,874
Asset impairment and restructuring charges		7,813			5,620			8,900
Operating income		34,359			51,223			59,854
Gain from sale of businesses and other assets (2)		30,236			19,172			3,650
Interest expense		(34,240	)		(82,071	)		(52,811	)
Income tax (expense) benefit		(11,945	)		4,678			(4,257	)
Income from discontinued operations, net of tax (3)		9,181			—			—
Net income (loss)		25,259			(6,998	)		6,436
Preferred stock dividends declared		—			(3,806	)		(10,000	)
Net income (loss) attributable to common shareholders		25,259			(10,804	)		(3,564	)
Other Data:
EBITDA (4)	$	98,456		$	139,936		$	148,160
Cash provided by operating activities		138,022			62,879			151,699
Cash provided by (used in) investing activities		(812,186	)		212,649			(22,934	)
Cash provided by (used in) financing activities		663,837			(287,385	)		(126,011	)
Depreciation and goodwill amortization (5)		56,284			83,094			79,406
Capital expenditures (5)		75,858			30,931			31,884
Ratio of total debt to EBITDA, as adjusted for the Refinancing Transactions								3.6 x
Ratio of EBITDA to interest expense, as adjusted for the RefinancingTransactions								2.9 x
Ratio of EBITDA to interest expense, as adjusted for the Refinancing Transactions and excluding interest rate swap expense (6)								3.6 x

	At December 31, 2001
	Actual		As Adjusted (7)
	(in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	6,766	$	6,766
Working capital, excluding current maturities of debt		59,776		59,776
Total assets		1,229,335		1,227,384
Total debt		525,759		540,759
Total shareholders’ equity (8)		497,648		487,443

(1) Net sales in 2001 are from folding carton sales. Net sales from folding cartons (as opposed to sales of flexible packaging and other businesses disposed of in prior periods) totaled $691.3 million and $1,071.9 million in 1999 and 2000, respectively.

(2) We disposed of two businesses and several non-core assets during the periods presented:

Pre-tax Gains:
(in thousands)
1999:
Flexible Plants	$	22,700
Solar Business		7,536
Total		30,236

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2000:
Malvern Plant	11,365
Other Assets	7,807
Total	19,172
2001:
Other Assets	3,650
Total	3,650

(3) Discontinued operations include the spin-off of CoorsTek, Inc. and the sale of the assets of Golden Aluminum Company.

(4) We define EBITDA as income (loss) from continuing operations before interest expense, income taxes, depreciation and amortization, asset impairment and restructuring charges, gains and losses on asset sales and extraordinary gains or losses. While EBITDA is not intended to represent cash flow from operations as defined by GAAP and should not be considered as an indicator of operating performance or an alternative to cash flow (as measured by GAAP) as a measure of liquidity, it is included herein to provide additional information as to our ability to meet our fixed charges, including interest on the notes, and is presented solely as a supplemental measure. Our EBITDA may not be comparable to EBITDA of other entities because other entities may not calculate EBITDA in the same manner as we do. This method may not conform to the manner in which consolidated cash flow is calculated for purposes of the indenture governing the notes.

(5) Excludes CoorsTek and Golden Aluminum for the year ended December 31, 1999.

(6) At December 31, 2001, we had interest rate swap agreements that hedged the underlying interest rates on $125.0 million of borrowings at an average fixed interest rate of 6.98% and $100.0 million of borrowings at an average interest rate of 5.94%. On February 28, 2002, we terminated a $35 million notional value interest rate snap contract that had a fixed interest rate of 5.94%. The remaining agreements expire in July 2002 and September 2002, respectively.

(7) Adjusted to reflect the consummation of the Refinancing Transactions at December 31, 2001.

(8) Includes $100.0 million of convertible, redeemable preferred stock issued in 2000.

RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS

The following table sets forth our ratio of earnings to combined fixed charges and preferred dividends for the periods indicated:

	Year Ended December 31,
	1997	1998	1999	2000	2001
Ratio of Earnings to Combined Fixed Charges and Preferred Dividends	—	1.4x	1.5x	—	1.1x

Earnings used in computing the ratio of earnings to fixed charges consist of income (loss) from continuing operations before income taxes plus fixed charges. Fixed charges consist of interest expense (including amortization of debt issuance costs, but not losses relating to the early extinguishment of debt), capitalized interest and 33% of rental expense (considered to be representative of the interest factor). Earnings were inadequate to cover fixed charges by $2.5 million and $10.5 million in 1997 and 2000, respectively.

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RISK FACTORS

You should carefully consider the risks described below before participating in the exchange offer or investing in the notes. The risks described below are not the only risks we face. If any of the events described in these risk factors or elsewhere in this prospectus, or additional risks not presently known to us or that we currently deem immaterial should occur, our business, financial condition or results of operations could be harmed, the trading price of the notes could decline and you may lose all or part of your investment.

Risks Related to the Exchange Offer

There is no established trading market for the new notes, the value of the new notes may fluctuate significantly and any market for the new notes may be illiquid.

The notes are a new issue of securities, and there is currently no public market for the notes. We do not intend to apply for listing of the notes on any securities exchange or automated quotation system. We cannot assure you that a market for the notes will develop. Although the initial purchasers of the old notes have informed us that they intend to make a market in the notes, they are under no obligation to do so and may discontinue any market-making activities at any time without notice. Any such market-making will be subject to the limitations imposed by the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and may be limited during the exchange offer for the notes.

If a market for the notes does develop, we also cannot assure you that you will be able to sell your old notes or any new notes at a particular time or that the prices that you receive when you sell will be favorable. We also cannot assure you as to the level of liquidity of the trading market for the old notes or any new notes. Future trading prices of the old notes and any new notes will depend on many factors, including:

• our operating performance, prospects and financial condition or the operating performance, prospects and financial condition of companies in our industry generally;

• our ability to complete the offer to exchange the old notes for the new notes;

• the interest of securities dealers in making a market for the old notes and new notes;

• prevailing interest rates; and

• the market for similar securities.

Historically, the market for non-investment-grade debt has been subject to disruptions that have caused volatility in prices. If a market for the notes develops, it is possible that the market for the old notes and, if issued, the new notes will be subject to disruptions. Any disruptions may have a negative effect on you, regardless of our prospects and financial performance.

If you do not exchange your old notes, they may be difficult to resell.

It may be difficult for you to sell old notes that are not exchanged in the exchange offer, since any old notes not exchanged will remain subject to existing transfer restrictions. These restrictions on transfer of your old notes exist because we issued the old notes pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. Generally, the old notes that are not exchanged for new notes pursuant to the exchange offer will remain restricted securities. Accordingly, such old notes may be resold only:

• to us (upon redemption of the notes or otherwise);

• pursuant to an effective registration statement under the Securities Act;

• so long as the old notes are eligible for resale pursuant to Rule 144A under the Securities Act to a qualified institutional buyer within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A;

• outside the United States to a foreign person pursuant to the exemption from the registration requirements of the Securities Act provided by Regulation S under the Securities Act;

• pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available); or

• pursuant to another available exemption from the registration requirements of the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States.

Other than in this exchange offer, we do not intend to register the notes under the Securities Act. To the extent any old notes are tendered and accepted in the exchange offer, the trading market, if any, for the old notes that remain outstanding after the exchange offer would be adversely affected due to a reduction in market liquidity.

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Risks Relating to Investment in the Notes

Our substantial level of indebtedness could adversely affect our ability to fulfill our obligations under the notes, our ability to react to changes in our business and our financial health and our ability to use indebtedness to fund future capital needs.

We have a substantial amount of indebtedness. After the Refinancing Transactions, at February 28, 2002, we had total indebtedness of $543.5 million and shareholders’ equity of $490.5 million.

Our substantial indebtedness could have important consequences to you. For example, it could:

• make it more difficult for us to satisfy our obligations with respect to the notes;

• require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, research and development efforts and other general corporate purposes;

• increase the amount of our interest expense, because certain of our borrowings are at variable rates of interest, which, if interest rates increase, could result in higher interest expense;

• increase our vulnerability to general adverse economic and industry conditions;

• limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

• restrict us from making strategic acquisitions, introducing new technologies or exploiting business opportunities;

• prevent us from raising the funds necessary to repurchase all notes tendered to us upon the occurrence of certain changes of control, which would constitute a default under the indenture governing the notes;

• place us at a competitive disadvantage to our competitors that have relatively less indebtedness; and

• limit, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds, dispose of assets or pay cash dividends. Failing to comply with those covenants could result in an event of default that, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations.

We cannot guarantee that we will be able to generate enough cash flow from operations or that we will be able to obtain enough capital to service our indebtedness or fund our planned capital expenditures.

The notes and guarantees rank behind all of our and our guarantors’ existing and future senior indebtedness, including indebtedness under our credit facility. There may not be sufficient assets to make full payment on the notes after all senior indebtedness is paid.

The notes and the guarantees are subordinated to the prior payment in full of our and the guarantors’ existing and future senior indebtedness and equal in right of payment with all other existing and future senior subordinated indebtedness. At February 28, 2002, after the Refinancing Transactions, GPC had approximately $240.2 million of senior indebtedness and the guarantors had approximately $240.9 million of senior indebtedness. Virtually all of the senior indebtedness of the guarantors consists of their respective guarantees of senior indebtedness under the new credit agreement. Because of the subordination provisions of the notes, in the event of the bankruptcy, liquidation or dissolution of our company or any guarantor, our assets or the assets of the guarantors would be available to pay obligations under the notes only after all payments have been made on our or the guarantors’ senior indebtedness. We cannot assure you that sufficient assets will remain after all such payments have been made to make any payments on the notes. In addition, certain events of default under our senior indebtedness would prohibit us from making any payments on the notes, including payments of interest when due. The term “senior indebtedness” is defined in the “Description of the Notes—Certain Definitions” section of this prospectus.

Despite current indebtedness levels, we and our subsidiaries still may be able to incur substantially more indebtedness.

Subject to the restrictions in our new credit facility and the indenture governing the notes, we may incur significant additional indebtedness. Although the terms of our new credit facility and the indenture governing the notes contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and indebtedness incurred in compliance with these restrictions could be substantial. If new indebtedness is added to our and our subsidiaries’ current indebtedness levels, the related risks that we and they now face could intensify.

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Claims of creditors of non-guarantor subsidiaries will have priority with respect to the assets and earnings of such subsidiaries over you.

None of our existing or future foreign subsidiaries will guarantee the notes. Claims of creditors of any subsidiaries that do not guarantee the notes, including trade creditors, secured creditors and creditors holding indebtedness and guarantees issued by such subsidiaries, will generally have priority with respect to the assets and earnings of such subsidiaries over our claims or those of our creditors, including you, even if the obligations of those subsidiaries do not constitute senior indebtedness. At February 28, 2002, our non-guarantor subsidiaries had approximately $5.2 million of total liabilities, including trade payables.

Our ability to generate cash depends on many factors beyond our control, and we may not be able to generate the cash required to service our indebtedness.

Our historical financial results have been, and our future financial results are expected to be, subject to substantial fluctuations. We cannot assure you that our business will generate sufficient cash flow from operations, that currently anticipated revenue growth and operating improvements will be realized or that future borrowings will be available to us under our new credit facility in amounts sufficient to enable us to pay our indebtedness, including the notes, or to fund our other liquidity needs. If we are unable to meet our debt service obligations or fund other liquidity needs, we may need to refinance all or a portion of our indebtedness, including the notes, on or before maturity or seek additional equity capital. Our ability to pay or to refinance our indebtedness, including the notes, will depend upon our future operating performance, which will be affected by general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We cannot assure you that we will be able to pay our indebtedness, or refinance it on commercially reasonable terms, or at all.

We may be unable to purchase notes as required upon a change of control, which would constitute an Event of Default under the indenture governing the notes and could constitute a default under the terms of our other indebtedness.

If there is a change of control, under the terms of the indenture governing the notes, you may require us to purchase all or a portion of your notes at a purchase price of 101% of the principal amount thereof, plus accrued interest to the date of purchase. The new credit facility prohibits us from purchasing any notes, including in connection with a change of control, and also provides that the occurrence of certain change of control events will constitute a default under the new credit facility. In the event of a certain kind of change of control, we must offer to repay all borrowings under the new credit facility or obtain the consent of our lenders under the new credit facility to the purchase of the notes. If we do not repay such borrowings or obtain such consents, we will remain prohibited from purchasing notes. In such case, our failure to purchase tendered notes would constitute a default under the indenture governing the notes, which in turn would create a default under the new credit facility. In such circumstances, or if a change in control would constitute an event of default under our senior indebtedness, the subordination provisions of the indenture governing the notes would restrict payments to you. We cannot assure you that we will have the financial resources or the ability to purchase outstanding notes upon the occurrence of a change of control.

Restrictions imposed by the new credit facility and the indenture governing the notes may adversely affect our ability to finance our future operations or capital needs or to engage in other business activities.

We cannot assure you that the operating and financial restrictions and covenants in or applicable to our debt instruments, such as the notes and our new credit facility, will not adversely affect our ability to finance our future operations or capital needs or engage in other business activities that may be in our interest.

The indenture governing the notes contains various covenants that limit, among other things, our ability to:

• incur additional indebtedness;

• pay dividends or make distributions or certain other restricted payments;

• make certain investments;

• create dividend or other payment restrictions affecting restricted subsidiaries;

• issue or sell capital stock of restricted subsidiaries;

• guarantee indebtedness;

• enter into transactions with affiliates;

• create liens;

• sell assets; and

• enter into certain mergers and consolidations.

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These covenants could have an adverse effect on our business by limiting our ability to take advantage of financing, merger, acquisition or other corporate opportunities.

The new credit facility requires us to maintain compliance with certain financial ratios. Our ability to comply with such ratios may be affected by events beyond our control. A breach of any of the covenants or our inability to comply with the required financial ratios could result in a default under the new credit facility. In the event of any such default, the lenders under the new credit facility could elect to declare all outstanding borrowings, together with accrued interest and other fees, to be due and payable, to require us to apply all of our available cash to repay such borrowings or to prevent us from making debt service payments on the notes, any of which would result in an Event of Default under the notes. If we were unable to repay any such borrowings when due, the lenders could proceed against their collateral, which consists of substantially all of our and our guarantors’ assets. If the indebtedness under the new credit facility or the notes were to be accelerated, we cannot assure you that our assets would be sufficient to repay such indebtedness in full. See “Description of the Notes” and “Description of Other Obligations”.

Fraudulent conveyance laws may permit courts to void guarantees of the notes in specific circumstances, which would interfere with the payment of the guarantees.

Federal and state statutes may allow courts, under specific circumstances, to void the guarantees of the notes. These courts could require you to return payments received from the guarantors in the event of the guarantors’ bankruptcy or other financial difficulty. Under U.S. federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee could be subordinated to all other indebtedness of that guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee:

• incurred the guarantee with the intent of hindering, delaying or defrauding current or future creditors; or

• received less than reasonably equivalent value or fair consideration for incurring the guarantee, and

- was insolvent or was rendered insolvent by reason of the incurrence;

- was engaged, or about to engage, in a business or transaction for which the assets remaining with it constituted unreasonably small capital to carry on such business;

- intended to incur, or believed that it would incur, debts beyond its ability to pay as those debts matured; or

- was a defendant in an action for money damages, or had a judgment for money damages entered against it if, in either case, after final judgment the judgment was unsatisfied.

The measure of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law of the jurisdiction that is being applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a debtor would be considered insolvent if, at the time the debtor incurred the indebtedness, either:

• the sum of the debtor’s debts and liabilities, including contingent liabilities, was greater than the debtor’s assets at fair valuation; or

• the present fair saleable value of the debtor’s assets was less than the amount required to pay the probable liability on the debtor’s total existing debts and liabilities, including contingent liabilities, as they became absolute and matured.

If a court voids a guarantee or holds it unenforceable, you will cease to be a creditor of the guarantor and will be a creditor solely of us and the other guarantors. In addition, any payment by such guarantor pursuant to its guarantee could be voided and required to be returned to such guarantor, or to a fund for the benefit of the creditors of the guarantor. At February 28, 2002, after the Refinancing Transactions, our guarantors had total liabilities, excluding liabilities owed to us and guarantees of our indebtedness, of approximately $220.7 million.

Risks Relating to Our Business

We are dependent on key customers and strategic relationships, and the loss of key customers or these relationships could adversely affect our business, financial condition and results of operations.

Our continued success is dependent upon our relationship with key customers, including Kraft Foods Inc. and the Coors Brewing Company. For the years ended December 31, 2000 and 2001, sales to Kraft Foods Inc. and its affiliates accounted for approximately 17% and 19% of our gross sales and sales to Coors Brewing accounted for approximately 10% and 11% of our gross sales. Our combined sales to General Mills, Inc. and The Pillsbury Company (which was acquired by General Mills in 2001), for those same periods, accounted for approximately 10% and 11% of our gross sales. In addition, for the same periods, our 20 largest customers accounted for approximately 73% and 79% of our gross sales.

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From time to time our contracts with our customers are up for renewal. Our contract with Coors Brewing expires at the end of 2002. There can be no assurance that such contract will be renewed on favorable terms or at all. In addition, our contracts typically do not require our customers to purchase any minimum level of products from us and permit them to obtain price quotations from our competitors, which we would have to meet to retain their business.

The loss of one or more of our key customers, or a declining market in which such customers reduce orders or request reduced prices, could have a material adverse effect on our business, financial condition and results of operations.

We face intense competition and, if we are unable to compete successfully against other manufacturers of folding cartons, we could lose customers and our revenues may decline.

We are subject to strong competition in most of the markets that we serve. A relatively small number of large competitors hold a significant portion of the folding carton segment of the fiber-based product packaging industry. This competition is driven by intense pricing pressures. The installation of state-of-the-art equipment by manufacturers has intensified the competitive pricing in the industry. If our facilities are not as cost efficient as those of our competitors, or if our competitors otherwise are able to offer lower prices, we may lose customers to our competitors, which could have a material adverse effect on our business, financial condition and results of operations.

In addition, even in strong markets, price pressures may emerge as competitors attempt to gain a greater market share by lowering prices. Competition in the various markets in which we participate comes from companies of various sizes, many of which are larger and have greater financial and other resources than we have and thus can better withstand adverse economic or market conditions. In addition, companies not currently in direct competition with us may introduce competing products in the future.

We have made acquisitions and business combinations, which entails certain risks, and may do so again in the future. We cannot guarantee that we will realize the expected benefits from future acquisitions or combinations or that our existing operations will not be harmed as a result of any such acquisitions or combinations.

We have grown in large part through acquisitions and may continue to do so. Acquisitions entail certain risks, including:

• difficulty in assimilating the operations and personnel of the acquired company with our existing operations and realizing anticipated synergies;

• loss of key employees of the acquired company;

• difficulty maintaining uniform standards, controls, procedures and policies; and

• unrecorded liabilities of acquired companies that we fail to discover during our due diligence investigations.

We cannot guarantee that we will realize the expected benefits from future acquisitions or that our existing operations will not be harmed as a result of any such acquisitions.

Price fluctuations in raw materials and energy costs could adversely affect our manufacturing costs and ability to obtain the materials we need to manufacture our products.

The primary raw materials used in the manufacture of our products are purchased in highly competitive, price sensitive markets. These raw materials have in the past, and may in the future, demonstrate price and demand cyclicality. Specifically, the supply and price of paperboard and recycled fiber depend on a variety of factors over which we have no control, including both environmental and conservation regulations. A decrease in the supply of these raw materials has caused, and will likely continue to cause, higher costs in some regions in which we purchase the materials. Such costs are likely to continue to fluctuate based upon supply and demand. Our business, financial condition and results of operations could be adversely affected if these costs increase and we are unable to pass them on to our customers.

The cost of producing our products is also sensitive to energy costs. Energy prices were volatile during 2001. In the future, energy prices may rise, in which case our competitive position and results of operations could be adversely affected.

We may not be able to adequately protect our intellectual property and proprietary rights, which could harm our future success and competitive position.

Our future success and competitive position depend in part upon our ability to obtain and maintain certain proprietary technologies used in our principal products. Failure to protect our existing intellectual property rights may result in the loss of valuable technologies or payments to other companies for infringing on their intellectual property rights. We rely on patent, trade

secret, trademark, copyright law and confidentiality agreements to protect such technologies. Some of our technologies are not covered by any patent or patent application, and we cannot assure you that:

• any of the patents owned by us will not be invalidated, circumvented, challenged or licensed to others; or

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• any of our pending or future patent applications will be issued within the scope of the claims sought by us, if at all.

Further, we cannot assure you that others will not develop technologies that are similar or superior to our technologies, duplicate our technologies or design around our patents. We cannot assure you that steps taken by us to protect our technologies will prevent misappropriation of such technologies.

We also seek to protect our proprietary technologies, including technologies that may not be patented or patentable, in part by confidentiality agreements and, if applicable, inventors’ rights agreements with our collaborators, advisors, employees and consultants. We cannot assure you that these agreements will not be breached, that we will have adequate remedies for any breach or that such persons or institutions will not assert rights to intellectual property arising out of this research.

We are subject to environmental laws and other governmental regulations, and costs related to compliance with, or any liability for failure to comply with, existing or future laws and regulations could adversely affect our business, financial condition and results of operations.

We are subject to various federal, state, local and foreign environmental laws and regulations relating to the management, disposal and, under certain circumstances, remediation of toxic and hazardous materials and the discharge of pollutants into the air and water. If we fail to comply with existing or future laws and regulations we may be subject to governmental or judicial fines or sanctions. Laws and regulations relating to workplace safety and worker health which, among other things, regulate employee exposure to hazardous substances in the workplace, also govern our operations. The nature of our operations exposes us to the risk of liabilities or claims regarding environmental matters with respect to currently and formerly owned properties, including those relating to the on- and off-site disposal and release of hazardous materials.

We cannot predict:

• what environmental or health and safety legislation or regulations will be enacted in the future;

• how existing or future laws or regulations will be enforced, administered or interpreted; or

• the amount of future expenditures that may be required to comply with these environmental or health and safety laws or regulations or to respond to environmental claims.

Our environmental liabilities, including compliance and remediation costs, or liabilities for other governmental regulations may have a material adverse effect on our business, financial condition and results of operations.

Our business may be adversely impacted by work stoppages and other labor relations matters.

We are subject to risk of work stoppages and other labor relations matters because approximately 41% of our workforce is unionized. Any prolonged work stoppage or strike at any one of our principal manufacturing facilities could have a negative impact on our business, financial condition or results of operations.

We may encounter difficulties in our restructuring and reorganization efforts, which could prevent us from accommodating our existing business and capturing new business.

We have recently closed higher cost facilities and opened a new, more cost effective facility and otherwise restructured our business to optimize our operations and improve our cost competitiveness. However, we may experience difficulty in realizing the benefits of these efforts. We may be unable to efficiently move our business and other operations from our closed facilities to our remaining plants. As a result, we may be unable to satisfactorily accommodate existing business or to capture new business.

Various Coors family trusts own a significant interest in us and may exercise their control in a manner detrimental to your interests.

As of February 28, 2002, various members of the Coors family and their trusts controlled 66% of the voting power of GPIC. The Coors family and their trusts would control 77% of our vote if all of the Series B preferred stock held by the Grover C. Coors Trust were converted into common stock and all options held by Coors family members were exercised. Therefore, the Coors family has the power to direct our affairs and is able to determine the outcome of substantially all matters required to be submitted to shareholders for approval, including the election of all our directors. We cannot assure you that these persons will not exercise their control over us in a manner detrimental to your interests.

Terrorist attacks, such as those that occurred on September 11, 2001, and acts of bioterrorism have contributed to economic instability in the United States and further acts of terrorism, bioterrorism, violence or war could affect the markets in which we operate, our business operations, our expectations and other forward-looking statements contained in this prospectus.

The terrorist attacks on September 11, 2001 and subsequent acts of bioterrorism have caused instability in the world’s markets. There can be no assurance that the current armed hostilities will not increase or that the terrorist attacks, or U.S.

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responses, will not lead to further acts of terrorism and civil disturbances in the United States or elsewhere, which may further contribute to economic instability. These terrorist attacks, acts of bioterrorism or armed conflicts may directly impact our physical facilities or those of our suppliers or customers and could have an impact on our sales, our supply chain, our production capability and costs and our ability to deliver our products to our customers.

We may be subject to losses that might not be covered in whole or in part by existing insurance coverage. These uninsured losses could adversely affect our business, financial condition and results of operations.

We carry comprehensive liability, fire and extended coverage insurance on most of our facilities, with policy specifications and insured limits customarily carried for similar properties. There are certain types of losses, however, such as losses resulting from wars or acts of God, that generally are not insured because they are either uninsurable or not economically insurable. Should an uninsured loss or a loss in excess of insured limits occur, we could lose capital invested in that property, as well as the anticipated future revenues derived from the manufacturing activities conducted at that property, while remaining obligated for any mortgage indebtedness or other financial obligations related to the property. Any such loss could adversely affect our business, financial condition or results of operations.

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THE EXCHANGE OFFER

Background

On February 28, 2002, we privately placed $300.0 million aggregate principal amount of old notes in a transaction exempt from registration under the Securities Act. In connection with the private placement, we entered into a registration rights agreement, dated February 28, 2002, with the initial purchasers of the old notes. In the registration rights agreement, we agreed to register under the Securities Act an offer of our new notes in exchange for the old notes. We also agreed to deliver this prospectus to holders of the old notes, to file the exchange offer registration statement within 90 days of the issuance of the old notes, to use our commercially reasonable efforts to cause such registration statement to become effective within 180 days after the issuance of the old notes, and, as soon as practical after the effectiveness of this registration statement, to offer the new notes in exchange for surrender of the old notes. In this prospectus, we refer to the old notes and the new notes together as the “notes.”

The summary in this prospectus of provisions of the registration rights agreement does not purport to be complete and is subject to, and is qualified in its entirety by, all the provisions of the registration rights agreement, a copy of which is filed as an exhibit to the registration statement of which this prospectus is a part.

Resale of the New Notes

Based on no-action letters issued by the staff of the SEC to third parties, we believe that a holder of old notes, but not a holder who is an affiliate of ours within the meaning of Rule 405 of the Securities Act, who exchanges old notes for new notes in the exchange offer, generally may offer the new notes for resale, sell the new notes and otherwise transfer the new notes without further registration under the Securities Act and without delivery of a prospectus that satisfies the requirements of Section 10 of the Securities Act. This does not apply, however, to a holder who is an affiliate of ours within the meaning of Rule 405 of the Securities Act. We also believe that a holder may offer, sell or transfer the new notes only if the holder acquires the new notes in the ordinary course of its business and is not participating, does not intend to participate and has no arrangement or understanding with any person to participate, in a distribution of the new notes.

Any holder of old notes using the exchange offer to participate in a distribution of new notes cannot rely on the no-action letters referred to above. This includes a broker-dealer that acquired old notes directly from us, but not as a result of market-making activities or other trading activities. Consequently, the holder must comply with the registration and prospectus delivery requirements of the Securities Act in the absence of an exemption from such requirements.

Each broker-dealer that receives new notes for its own account in exchange for old notes, where such old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, may be a statutory underwriter and must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with the resale of new notes received in exchange for old notes. The letter of transmittal which accompanies this prospectus states that by so acknowledging and by delivering a prospectus, a participating broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act. A participating broker-dealer may use this prospectus, as it may be amended or supplemented from time to time, in connection with resales of new notes it receives in exchange for old notes in the exchange offer. We will make this prospectus available to any participating broker-dealer and other persons, if any, with similar prospectus delivery requirements, in connection with any resale of this kind for a period of 180 days following the consummation of this exchange offer or such shorter period during which participating broker-dealers are required by law to deliver such prospectus. See “Plan of Distribution.”

Each holder of old notes who wishes to exchange old notes for new notes in this exchange offer will be required to represent and acknowledge, for the holder and for each beneficial owner of such old notes, whether or not the beneficial owner is the holder, in the letter of transmittal that:

• the new notes to be acquired by the holder and each beneficial owner, if any, are being acquired in the ordinary course of business;

• neither the holder nor any beneficial owner is an affiliate, as defined in Rule 405 of the Securities Act, of ours or of any of our subsidiaries;

• any person participating in the exchange offer with the intention or purpose of distributing new notes received in exchange for old notes, including a broker-dealer that acquired old notes directly from us, but not as a result of market-making activities or other trading activities, cannot rely on the no-action letters referenced above and must comply with the registration and prospectus delivery requirements of the Securities Act, in connection with a secondary resale of the new notes acquired by such person;

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• if the holder is not a broker-dealer, the holder and each beneficial owner, if any, are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in any distribution of the new notes received in exchange for old notes; and

• if the holder is a broker-dealer that will receive new notes for the holder’s own account in exchange for old notes, the old notes to be so exchanged were acquired by the holder as a result of market-making or other trading activities and the holder will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such new notes received in the exchange offer. By so representing and acknowledging and by delivering a prospectus, however, the holder will not be deemed to admit that it is an underwriter within the meaning of the Securities Act.

Shelf Registration Statement

In the event that:

• applicable interpretations of the SEC staff or changes in law prevent us from effecting a registered exchange offer;

• for any other reason we do not consummate a registered exchange offer within 210 days after the closing date of our private placement of the old notes;

• an initial purchaser of the old notes shall notify us following consummation of the exchange offer that the notes held by it are not eligible to be exchanged for new notes in the exchange offer; or

• any holder of the notes (other than a broker-dealer exchanging old notes acquired for its own account as a result of market making or other trading activities for new notes) shall notify us within 10 business days following consummation of the registered exchange offer that such holder is not eligible to participate in the registered exchange offer or, in the case of any holder (other than a broker-dealer exchanging old notes acquired for its own account as a result of market making or other trading activities for new notes) that participates in the registered exchange offer, such holder may not resell the new notes acquired by it in the registered exchange offer to the public without delivering a prospectus and the prospectus contained in the exchange offer registration statement is not appropriate or available for such resales by such holder, and any such holder so requests;

then, we will, at our cost:

• promptly file a shelf registration statement covering resales of the old notes or the new notes, as the case may be, on or prior to the 90th day after the date on which the obligation to file a shelf registration statement arises (such 90th day, the “shelf filing date”);

• use our commercially reasonable efforts to cause the shelf registration statement to be declared effective under the Securities Act on or prior to the 180th day following the shelf filing date; and

• use our commercially reasonable efforts to keep the shelf registration statement effective until the earliest of (A) the time when the notes covered by the shelf registration statement can be sold pursuant to Rule 144 without any limitations under clauses (c), (e), (f) and (h) of Rule 144, (B) two years from the effective date, and (C) the date on which all notes registered thereunder are disposed of in accordance therewith.

We will, in the event a shelf registration statement is filed, among other things, provide to each note holder for whom such shelf registration statement was filed copies of the prospectus which is a part of the shelf registration statement, notify each such holder when the shelf registration statement has become effective and take certain other actions as are required to permit unrestricted resales of the old notes or new notes, as the case may be. A holder selling such notes pursuant to the shelf registration statement generally will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the securities act in connection with such sales and will be bound by the provisions of the registration rights agreement that are applicable to such holder, including certain indemnification obligations.

Additional Interest

We will pay additional cash interest on the applicable old notes or new notes if any of the following registration defaults shall occur:

• we fail to file either the exchange offer registration statement or the shelf registration statement with the SEC on or before the date specified for such filing;

• either the exchange offer registration statement or the shelf registration statement is not declared effective by the SEC on or prior to the date specified for such effectiveness;

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• the registered exchange offer is not consummated within 210 days after the closing date of the private placement of the old notes; or

• after either the exchange offer registration statement or the shelf registration statement is declared effective, such registration statement thereafter ceases to be effective or usable, subject to certain exceptions;

from and including the date on which any such registration default shall occur to, but excluding, the date on which all registration defaults have been cured.

The rate of the additional interest will be 0.25% per annum for the first 90-day period immediately following the occurrence of a registration default, and such rate will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all registration defaults have been cured, up to a maximum additional interest rate of 1.5% per annum; provided, however, that:

• no note holder who is not entitled to the benefits of a shelf registration statement shall be entitled to receive additional interest by reason of a registration default that pertains to a shelf registration statement; and

• no holder of notes constituting an unsold allotment from the original sale of the notes and no other holder who is entitled to the benefits of a shelf registration statement shall be entitled to receive additional interest by reason of a registration default that pertains to a registered exchange offer.

We will pay such additional interest on regular interest payment dates. Such additional interest will be in addition to any other interest payable from time to time with respect to the old notes and new notes.

All references to the Indenture, in any context, to any interest or any other amount payable on or with respect to the notes shall be deemed to include any additional interest paid pursuant to the registration rights agreement.

Terms of the Exchange Offer

Upon the effective date of the registration statement containing this prospectus, we will offer the new notes in exchange for surrender of the old notes. We will keep the exchange offer open for at least 30 days after the date notice thereof is mailed to holders, or longer if required by applicable law.

Upon the terms and subject to the conditions contained in this prospectus and in the letter of transmittal which accompanies this prospectus, we will accept any and all old notes validly tendered and not withdrawn before 5:00 p.m., New York City time, on the expiration date of the exchange offer. We will issue an equal principal amount of new notes in exchange for the principal amount of old notes accepted in the exchange offer. Holders may tender some or all of their old notes under the exchange offer. Old notes may be tendered only in integral multiples of $1,000.

The form and terms of the new notes will be the same as the form and terms of the old notes except that:

• the new notes will be registered under the Securities Act and therefore will not bear legends restricting their transfer; and

• the new notes will not contain certain terms providing for an increase in the interest rate on the old notes under specific circumstances which are described in the registration rights agreement.

The new notes will evidence the same debt as the old notes and will be entitled to the benefits of the indenture governing the old notes.

In connection with the exchange offer, holders of old notes do not have any appraisal or dissenters’ rights under law or the indenture governing the old notes. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC related to such offers.

We shall be deemed to have accepted validly tendered old notes when, as and if we have given oral or written notice of acceptance to Wells Fargo Bank Minnesota, N.A., the exchange agent for the exchange offer. The exchange agent will act as agent for the tendering holders for the purpose of receiving the new notes from us.

If any tendered old notes are not accepted for exchange because of an invalid tender, the occurrence of certain other events specified in this prospectus or if old notes are submitted for a greater principal amount than the holder desires to exchange, the certificates for the unaccepted old notes will be returned without expense to the tendering holder. If old notes were tendered by book-entry transfer in the exchange agent account at The Depository Trust Company, or DTC, in accordance with the book-entry transfer procedures described below, these non-exchanged old notes will be credited to an account maintained with DTC as promptly as practicable after the expiration date of the exchange offer.

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We will pay all charges and expenses, other than transfer taxes in certain circumstances, in connection with the exchange offer. See “Solicitations of Tenders; Expenses.” Holders who tender old notes in the exchange offer will therefore not need to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of old notes in the exchange offer.

Expiration Date; Extensions; Amendments

The expiration date of the exchange offer is 5:00 p.m., New York City time, on [            ], 2002, unless we, in our sole and reasonable discretion, extend the exchange offer, in which case the expiration date shall be the latest date and time to which the exchange offer is extended.

In order to extend the exchange offer, we will notify the exchange agent of any extension by oral or written notice and will make a public announcement of the extension before 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

We reserve the right, in our reasonable discretion:

• to delay accepting any old notes, to extend the exchange offer or to terminate the exchange offer if, in our reasonable judgment, any of the conditions described below under “Conditions” shall not have been satisfied, by giving oral or written notice of the delay, extension or termination to the exchange agent; or

• to amend the terms of the exchange offer in any manner.

We will promptly announce any such event by making a timely release and may or may not do so by other means as well.

Procedures for Tendering

The tender of old notes to us by a holder pursuant to one of the procedures set forth below will constitute an agreement between the holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

General Procedures.     A holder of an old note may tender the same by properly completing and signing the letter of transmittal or a copy of the letter of transmittal and delivering the same, together with the certificate or certificates representing the old notes being tendered and any required signature guarantees or a timely confirmation of a book-entry transfer pursuant to the procedure described below, to the exchange agent at its address set forth below under “exchange agent” on or prior to the expiration date, or by complying with the guaranteed delivery procedures described below.

If tendered old notes are registered in the name of the signer of the letter of transmittal and the new notes to be issued in exchange are to be issued (and any untendered old notes are to be reissued) in the name of the registered holder, the signature of the signer need not be guaranteed. In any other case, the tendered old notes must be endorsed or accompanied by written instruments of transfer in form satisfactory to us and duly executed by the registered holder and the signature on the endorsement or instrument of transfer must be guaranteed by a firm, referred to herein as an “eligible institution,” that is a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 of the Exchange Act. If the new notes and/or old notes not exchanged are to be delivered to an address other than that of the registered holder appearing on the note register for the old notes, the signature on the letter of transmittal must be guaranteed by an eligible institution.

Any beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender old notes should contact the registered holder promptly and instruct the holder to tender old notes on the beneficial owner’s behalf. If the beneficial owner wishes to tender the old notes, the beneficial owner must, prior to completing and executing the letter of transmittal and delivering the old notes, either make appropriate arrangements to register ownership of the old notes in such beneficial owner’s name or follow the procedures described in the immediately preceding paragraph. The transfer of record ownership may take considerable time.

THE METHOD OF DELIVERY OF OLD NOTES AND ALL OTHER DOCUMENTS IS AT THE ELECTION AND RISK OF THE HOLDER. IF SENT BY MAIL, IT IS RECOMMENDED THAT REGISTERED MAIL, RETURN RECEIPT REQUESTED, BE USED, PROPER INSURANCE BE OBTAINED AND THE MAILING BE MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO PERMIT DELIVERY TO THE EXCHANGE AGENT ON OR BEFORE THE EXPIRATION DATE.

Book-Entry Transfer.     The old notes were issued as global securities in fully registered form without interest coupons. Beneficial interests in the global securities, held by direct or indirect participants in DTC, are shown on, and transfers of these interests are effected only through, records maintained in book-entry form by DTC with respect to its participants.

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The exchange agent will establish an account with respect to the book-entry interests at DTC for purposes of the exchange offer promptly after the date of this prospectus. You must deliver your book-entry interest by book-entry transfer to the account maintained by the exchange agent at DTC. Any financial institution that is a participant in DTC’s systems may make book-entry delivery of book-entry interests by causing DTC to transfer the book-entry interests into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer.

If you hold your old notes in the form of book-entry interests and you wish to tender your old notes for exchange, you must transmit to the exchange agent on or prior to the expiration date either: (i) a written or facsimile copy of a properly completed and duly executed letter of transmittal, including all other documents required by the letter of transmittal, to the exchange agent at the address set forth below under “—exchange agent”; or (ii) a computer-generated message transmitted by means of DTC’s Automated Tender Offer Program system and received by the exchange agent and forming a part of a confirmation of book-entry transfer, in which you acknowledge and agree to be bound by the terms of the letter of transmittal.

In addition, in order to deliver old notes held in the form of book-entry interests, a timely confirmation of book-entry transfer of those old notes into the exchange agent’s account at DTC must be received by the exchange agent prior to the expiration date or you must comply with the guaranteed delivery procedures described below.

Certificated Old Notes.     If your old notes are certificated old notes and you wish to tender those notes for exchange pursuant to the exchange offer, you must transmit to the exchange agent on or prior to the expiration date a written or facsimile copy of a properly completed and duly executed letter of transmittal, including all other required documents, to the address set forth below under

“—exchange agent.” In addition, in order to validly tender your certificated old notes, the certificates representing your old notes must be received by the exchange agent prior to the expiration date or you must comply with the guaranteed delivery procedures described below.

Guaranteed Delivery Procedures.     If a holder desires to accept the exchange offer and time will not permit a letter of transmittal or old notes to reach the exchange agent before the expiration date, a tender may be effected if the exchange agent has received at the address specified below under “—exchange agent,” on or prior to the expiration date, a letter or facsimile transmission from an eligible institution setting forth the name and address of the tendering holder, the names in which the old notes are registered and, if possible, the certificate number of the old notes to be tendered, and stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange trading days after the date of execution of such letter or facsimile transmission by the eligible institution, the old notes, in proper form for transfer, will be delivered by the eligible institution together with a properly completed and duly executed letter of transmittal (and any other required documents). Unless old notes being tendered by the above-described method (or a timely book-entry confirmation) are deposited with the exchange agent within the time period set forth above (accompanied or preceded by a properly completed letter of transmittal and any other required documents), we may, at our option, reject the tender. A copy of a Notice of Guaranteed Delivery, which may be used by eligible institutions for the purposes described in this paragraph, is being delivered with this prospectus and the related letter of transmittal.

A tender will be deemed to have been received as of the date when the tendering holder’s properly completed and duly signed letter of transmittal accompanied by the old notes or a timely book-entry confirmation is received by the exchange agent. Issuances of new notes in exchange for old notes tendered pursuant to a Notice of Guaranteed Delivery or letter or facsimile transmission to similar effect (as provided above) by an eligible institution will be made only against deposit of the letter of transmittal (and any other required documents) and the tendered old notes or a timely book-entry confirmation.

All questions as to the validity, form, eligibility (including time of receipt) and acceptance for exchange of any tender of old notes will be determined by us and shall be final and binding on all parties. We reserve the absolute right to reject any or all tenders not in proper form or the acceptance of which, or exchange for which, may, in the opinion of our counsel, be unlawful. We also reserve the absolute right, subject to applicable law, to waive any of the conditions of the exchange offer or any defects or irregularities in tenders of any particular holder whether or not similar defects or irregularities are waived in the case of other holders. Our interpretation of the terms and conditions of the exchange offer, including the letter of transmittal and the instructions thereto, will be final and binding. No tender of old notes will be deemed to have been validly made until all defects and irregularities with respect to such tender have been cured or waived. Neither we, the exchange agent, nor any other person shall be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.

Each broker-dealer that receives new notes for its own account in exchange for old notes, where the notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. See “Plan of Distribution.”

Terms and Conditions of the Letter of Transmittal

The letter of transmittal contains, among other things, the following terms and conditions, which are part of this exchange offer.

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The party tendering old notes for new notes transfers and exchanges the old notes to us and irrevocably constitutes and appoints the exchange agent as the transferor’s agent and attorney-in-fact to cause the old notes to be assigned, transferred and exchanged.

The transferor represents and warrants that it has full power and authority to tender, exchange, sell, assign and transfer the old notes, and that, when the same are accepted for exchange, we will acquire good, marketable and unencumbered title to the tendered old notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims. The transferor also warrants that it will, upon request, execute and deliver any additional documents deemed by us or the exchange agent to be necessary or desirable to complete the exchange, assignment and transfer of tendered old notes. All authority conferred by the transferor will survive the death or incapacity of the transferor and every obligation of the transferor shall be binding upon the heirs, legal representatives, successors, assigns, executors and administrators of such transferor.

If the transferor is not a broker-dealer, it represents that it is not engaged in, and does not intend to engage in, a distribution of new notes. If the transferor is a broker-dealer that will receive new notes for its own account in exchange for old notes, it represents that the old notes to be exchanged for new notes were acquired by it as a result of market-making activities or other trading activities, and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of new notes acquired in the exchange offer; by so acknowledging and by delivering a prospectus, however, the transferor will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Withdrawal Rights

Old notes tendered in the exchange offer may be withdrawn at any time prior to the expiration date.

For a withdrawal to be effective, a written or facsimile transmission of notice of withdrawal must be timely received by the exchange agent at its address set forth below under “—exchange agent” on or prior to the expiration date. Any notice of withdrawal must specify the person named in the letter of transmittal as having tendered old notes to be withdrawn, the certificate numbers of old notes to be withdrawn, the aggregate principal amount of old notes to be withdrawn (which must be an authorized denomination), that the holder is withdrawing his election to have the old notes exchanged, and the name of the registered holder of such old notes, if different from that of the person who tendered the old notes. Additionally, the signature on the notice of withdrawal must be guaranteed by an eligible institution (except in the case of old notes tendered for the account of an eligible institution). The exchange agent will return the properly withdrawn old notes promptly following receipt of notice of withdrawal. All questions as to the validity of notices of withdrawals, including time of receipt, will be final and binding on all parties.

If old notes have been tendered pursuant to the procedures for book entry transfer, the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of old notes, in which case a notice of withdrawal will be effective if delivered to the exchange agent by written or facsimile transmission. Withdrawals of tenders of old notes may not be rescinded. Old notes properly withdrawn will not be deemed validly tendered for purposes of the exchange offer, but may be retendered at any subsequent time on or prior to the expiration date by following any of the procedures described herein.

Acceptance of Old Notes for Exchange; Delivery of New Notes

Upon the terms and subject to the conditions of the exchange offer, the acceptance for exchange of old notes validly tendered and not withdrawn and the issuance of the new notes will be made promptly following the expiration date. For the purposes of the exchange offer, we shall be deemed to have accepted for exchange validly tendered old notes when, as and if we had given notice of acceptance to the exchange agent.

The exchange agent will act as agent for the tendering holders of old notes for the purposes of receiving new notes from us and causing the old notes to be assigned, transferred and exchanged. Upon the terms and subject to the conditions of the exchange offer, delivery of new notes to be issued in exchange for accepted old notes will be made by the exchange agent promptly after acceptance of the tendered old notes. Old notes not accepted for exchange by us will be returned without expense to the tendering holders or, in the case of old notes tendered by book-entry transfer, into the exchange agent’s account at DTC promptly following the expiration date or, if we terminate the exchange offer prior to the expiration date, promptly after the exchange offer is terminated.

Conditions

Notwithstanding any other provision of the exchange offer, or any extension of an exchange offer, we will not be required to issue new notes with respect to any properly tendered old notes not previously accepted and may terminate the exchange offer (by oral or written notice to the exchange agent and by timely public announcement communicated, unless otherwise required by applicable law or regulation, by making a press release) or, at our option, modify or otherwise amend the exchange offer, if: (i) the exchange offer, or the making of any exchange by a note holder, would violate applicable law or any applicable interpretation of the staff of the SEC; (ii) an action or proceeding shall have been instituted or threatened in any court or by or before any

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governmental agency or body with respect to the exchange offer; (iii) there shall have been adopted or enacted any law, statute, rule or regulation prohibiting or limiting the exchange offer; (iv) there shall have been declared by United States federal or New York state authorities a banking moratorium; or (v) trading on the New York Stock Exchange or generally in the United States over-the-counter market shall have been suspended by order of the SEC or any other governmental authority.

The foregoing conditions are for our sole benefit and may be asserted by us with respect to all or any portion of the exchange offer regardless of the circumstances, including any action or inaction by us giving rise to such condition, or may be waived by us in whole or in part at any time or from time to time in our sole discretion. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of any right, and each right will be deemed an ongoing right which may be asserted at any time or from time to time. In addition, we have reserved the right, notwithstanding the satisfaction of each of the foregoing conditions, to terminate or amend the exchange offer.

Any determination by us concerning the fulfillment or non-fulfillment of any conditions will be final and binding upon all parties.

In addition, we will not accept for exchange any old notes tendered, and no new notes will be issued in exchange for any old notes, if at such time any stop order shall be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or qualification under the Trust Indenture Act of 1939, as amended, referred to herein as the “TIA,” of the indenture pursuant to which such old notes were issued.

Transfer Taxes

We will pay all transfer taxes, if any, applicable to the transfer and exchange of old notes pursuant to the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the record holder or any other person, if:

• delivery of the exchange notes, or certificates for old notes for principal amounts not exchanged, are to be made to any person other than the record holder of the old notes tendered;

• tendered certificates for old notes are recorded in the name of any person other than the person signing any letter of transmittal; or

• a transfer tax is imposed for any reason other than the transfer and exchange of old notes under the exchange offer.

Consequences of Failure to Exchange

Issuance of the new notes in exchange for the old notes under the exchange offer will be made only after timely receipt by the exchange agent of such old notes, a properly completed and duly executed letter of transmittal and all other required documents. Therefore, holders of the old notes desiring to tender such old notes in exchange for the new notes should allow sufficient time to ensure timely delivery. We are under no duty to give notification of defects or irregularities of tenders of old notes for exchange. Old notes that are not tendered or that are tendered but not accepted by us will, following completion of the exchange offer, continue to be subject to the existing restrictions upon transfer thereof under the Securities Act, and, upon completion of the exchange offer, certain rights under the registration rights agreement will terminate.

In the event the exchange offer is completed, we will not be required to register the remaining old notes. Remaining old notes will continue to be subject to the following restrictions on transfer:

• the remaining old notes may be resold only if registered pursuant to the Securities Act, if any exemption from registration is available, or if neither such registration nor such exemption is required by law, and;

• the remaining old notes will bear a legend restricting transfer in the absence of registration or an exemption.

We do not currently anticipate that we will register the remaining old notes under the Securities Act. To the extent that old notes are tendered and accepted in connection with the exchange offer, any trading market for remaining old notes could be adversely affected.

Exchange agent

Wells Fargo Bank Minnesota, N.A. has been appointed as the exchange agent of the exchange offer. All executed letters of transmittal should be directed to the Wells Fargo Bank Minnesota, N.A., Corporate Trust Services at the address set forth below. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for Notices of Guaranteed Delivery should be directed to Robert L. Reynolds, Vice President, addressed as follows:

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By Mail/Hand Delivery/Overnight Delivery Registered or Certified Mail: Robert L. Reynolds—Vice President Wells Fargo Bank Minnesota, N.A. Corporate Trust Services 213 Court Street—Suite 902 Middletown, CT 06457	By: Facsimile: Robert L. Reynolds, Vice President Fax: 860-704-6219 Please confirm by telephone: 860-704-6216
For Information Call: 860-704-6216

Delivery to an address other than as set forth above, or transmission of instructions by facsimile number other than the number set forth above, will not constitute a valid delivery.

Solicitations of Tenders; Expenses

We have not retained any dealer-manager or similar agent in connection with the exchange offer and will not make any payments to brokers, dealers or others for soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for reasonable out-of-pocket expenses. We also will pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding tenders for their customers. We will pay for the expenses incurred in connection with the exchange offer (other than commissions or concessions of any brokers or dealers), including the fees and expenses of the exchange agent and printing, registration, filing, accounting and legal fees (including the expenses of one counsel for the holders of the notes).

No person has been authorized to give any information or to make any representations in connection with the exchange offer other than those contained in this prospectus. If given or made, information or representations should not be relied upon as having been authorized by us. Neither the delivery of this prospectus nor any exchange made based upon this prospectus shall, under any circumstance, create any implication that there has been no change in our affairs since the respective dates as of which information is given. The exchange offer is not being made to, nor will tenders be accepted from or on behalf of, holders of old notes in any jurisdiction in which the making of the exchange offer or the acceptance of the exchange offer would not be in compliance with the laws of such jurisdiction. We may, however, at our discretion, take such action as we deem necessary to make the exchange offer in any such jurisdiction and extend the exchange offer to holders of old notes in such jurisdiction. In any jurisdiction of which the securities laws or blue sky laws require the exchange offer to be made by a licensed broker or dealer, the exchange offer is being made on our behalf by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

Accounting Treatment

The new notes will be recorded at the same carrying value as the old notes, which is the principal amount as reflected in our accounting records on the expiration date of the exchange offering period. Accordingly, no gain or loss for accounting purposes will be recognized. For accounting purposes, the expenses of the exchange offer will be deferred and amortized as interest expense over the life of the notes in accordance with generally accepted accounting principles.

Appraisal Rights

Holders of old notes will not have dissenters’ rights or appraisal rights in connection with the exchange offer.

Other

Participation in the exchange offer is voluntary and holders should carefully consider whether to accept. Holders of the old notes are urged to consult their financial and tax advisors in making their own decisions on what action to take.

As a result of the making of, and upon acceptance for exchange of all validly tendered old notes pursuant to the terms of this exchange offer, we will have fulfilled a covenant contained in the registration rights agreement. Holders of the old notes who do not tender their certificates in the exchange offer will continue to hold such certificates and will be entitled to all the rights and limitations under the indenture pursuant to which the old notes were issued, except for any such rights under the registration rights agreement which by their terms terminate or cease to have further effect as a result of the making of this exchange offer. All untendered old notes will continue to be subject to the restrictions on transfer set forth in the old notes and the indenture. To the extent that old notes are tendered and accepted in the exchange offer, the trading market, if any, for any old notes that remain outstanding could be adversely affected.

We may in the future seek to acquire untendered old notes in open market or privately negotiated transactions, through a subsequent exchange offer or otherwise. We have no present plan to acquire any old notes which are not tendered in the exchange offer.

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USE OF PROCEEDS

We will not receive any cash proceeds from the issuance of the new notes in the exchange offer as described in this prospectus. In consideration for issuing the new notes as contemplated by this prospectus, we will receive old notes in like principal amounts. The old notes surrendered in exchange for the new notes will be retired and canceled and cannot be reissued. Accordingly, the issuance of the new notes will not result in any change in our outstanding debt.

DESCRIPTION OF OTHER OBLIGATIONS

New Senior Secured Credit Facility

General.     As part of the Refinancing Transactions and concurrently with the consummation of the initial offering of the old notes, GPC entered into a new senior secured credit facility. A syndicate of certain financial institutions serves as lenders, with Morgan Stanley Senior Funding, Inc. and Credit Suisse First Boston as the co-lead arrangers. The description below of the new credit facility is only a summary of its principal terms.

The new credit facility provides GPC with $450.0 million of aggregate borrowing capacity, consisting of:

• a secured $175.0 million funded term loan (the “Term Loan Facility”); and

• a secured $275.0 million revolving line of credit which was initially funded at $62.6 million at the closing of the Refinancing Transactions (the “Revolving Credit Facility”).

Use of Proceeds of the New Senior Secured Credit Facility.     We used the proceeds from the new senior secured credit facility together with the net proceeds of the initial offering of the old notes to refinance our old senior secured credit facility, to repurchase our then existing subordinated notes at par and to pay expenses. We also will use those proceeds for general corporate purposes.

Guarantees; Security.     GPC’s obligations under the new credit facility are unconditionally guaranteed by GPIC, subject to certain exceptions, and each of GPIC’s domestic subsidiaries, including, subject to certain exceptions, all of GPC’s direct and indirect domestic subsidiaries. Subject to certain exceptions, GPIC and each of its domestic subsidiaries has granted the administrative agent and the lenders a valid and perfected first priority lien and security interest in (i) all shares of capital stock and all intercompany debt owned by such person, except that only 65% of the voting stock of foreign subsidiaries have been pledged and (ii) all present and future property and assets, real and personal, owned by such person.

Amortization; Interest; Fees; Maturity.     The Term Loan Facility will mature on the seventh anniversary of the closing of the Refinancing Transactions. GPC will be required to repay the loans under the Term Loan Facility in full at maturity, subject to amortization of 1% per year.

The Revolving Credit Facility will terminate on the fifth anniversary of the closing of the Refinancing Transactions. All loans outstanding on the Revolving Credit Facility must be repaid upon such termination and all letters of credit outstanding under the Revolving Credit Facility will terminate at least one day prior to the termination date.

Prepayments.     The new senior secured credit facility requires GPC to prepay loans thereunder with (A) the proceeds from (i) certain sales or dispositions of assets and capital stock, (ii) certain incurrences of indebtedness, (iii) casualty insurance proceeds and (iv) certain offerings of capital securities, and (B) certain percentages of our annual excess cash flow.

Covenants and Events of Default.     The new senior secured credit facility contains, among other things, covenants that restrict GPIC’s and each of its subsidiaries’ ability to dispose of assets, merge, pay dividends, repurchase or redeem capital stock and indebtedness (including the notes), incur indebtedness and guarantees, create liens, enter into agreements with negative pledge clauses, make certain investments or acquisitions, change its business or make fundamental changes and that otherwise restrict corporate actions. The new senior secured credit facility also contains a number of financial maintenance covenants.

The new senior secured credit facility also specifies certain events of default including, but not limited to, nonpayment of principal or interest, violation of covenants, incorrectness of representations and warranties, cross defaults and cross acceleration, bankruptcy, material judgments, invalidity of the guarantees or the security documents and certain changes of control. The occurrence of any event of default could result in the acceleration of GPC’s and the guarantors’ obligations under the senior secured credit facility.

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Convertible Preferred Stock

On August 15, 2000, GPIC sold 1,000,000 shares of 10% Series B Convertible Preferred Stock to the Grover C. Coors Trust for $100.0 million. We used the proceeds from the sale to pay down debt, a portion of which became due August 15, 2000. As a result of the transaction and as of February 28, 2002, the Grover C. Coors Trust is the owner of securities representing approximately 47.6% of the combined voting power of GPIC’s outstanding securities or 63.3% if all the Series B Preferred Stock were converted into common stock. GPIC received an opinion from an independent investment banker as to the fairness of the consideration received by it in connection with this transaction. The preferred stock (i) is entitled to a quarterly dividend of $2.5 million, (ii) is convertible into common stock by the holder at the rate of $2.0625 per share at any time and (iii) may be redeemed by GPIC at any time after five years at 105% of face value, decreasing 1% per year thereafter. Until converted, the holder of the preferred stock is entitled to one vote for every two common shares into which the preferred stock may be converted and, upon liquidation, to receive a preference and participate with the common shareholders. The holder of the preferred stock has the right to compel registration of the underlying common shares with the SEC.

DESCRIPTION OF THE NOTES

General

We issued the notes under an Indenture, dated as of February 28, 2002, as amended by the First Supplemental Indenture, dated as of April 9, 2002 (the Indenture, as amended, the “Indenture”), among us, as issuer, the Parent, as a Guarantor, the Subsidiary Guarantors and Wells Fargo Bank Minnesota, National Association, as trustee (the “Trustee”). The terms of the notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (the “Trust Indenture Act”).

Certain terms used in this description are defined under the subheading “—Certain Definitions.” In this description of the notes, the word “Parent” refers only to Graphic Packaging International Corporation and not to any of its subsidiaries. The terms “Company”, “we”, “us” and “our” refer only to Graphic Packaging Corporation, the issuer of the notes and a wholly owned subsidiary of Graphic Packaging International Corporation, and not to any of our subsidiaries.

The following description is only a summary of certain provisions of the Indenture and the registration rights agreement. We urge you to read the Indenture and the registration rights agreement because they, not this description, define your rights as holders of these notes. You may request copies of these agreements at our address set forth under the heading “Where You Can Find More Information”.

The terms and provisions of the old notes and the new notes are identical, except that the transfer restrictions and registration rights applicable to the old notes will generally not apply to the new notes, and the following description is applicable to both the old notes and the new notes.

Brief Description of the Notes and the Guarantees

The Notes

The notes:

• are unsecured senior subordinated obligations of ours;

• are subordinated in right of repayment to all existing and future Senior Indebtedness of ours;

• are pari passu in right of repayment to all future Senior Subordinated Indebtedness of ours;

• are senior in right of repayment to all existing and future Subordinated Obligations of ours;

• are unconditionally and jointly and severally guaranteed by the Guarantors; and

• are being registered with the SEC pursuant to the registration statement containing this prospectus pursuant to the registration rights agreement.

The Guarantees

The Guarantees of the notes:

• are unsecured senior subordinated obligations of each Guarantor;

• are subordinated in right of repayment to all existing and future Senior Indebtedness of each Guarantor;

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• are pari passu in right of repayment to all Senior Subordinated Indebtedness of each Guarantor;

• are senior in right of repayment to all existing and future Subordinated Obligations of each Guarantor; and

• are being registered with the SEC pursuant to the registration statement containing this prospectus pursuant to the registration rights agreement.

Principal, Maturity and Interest

We issued $300.0 million aggregate principal amount of old notes on February 28, 2002. The notes will mature on February 15, 2012. Subject to our compliance with the “Limitation on Indebtedness” covenant, we are permitted to issue more notes under the Indenture in an unlimited aggregate principal amount (the “Additional Notes”). We will issue notes in denominations of $1,000 and integral multiples of $1,000. The old notes, new notes and the Additional Notes, if any, will be treated as a single class for all purposes of the Indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context otherwise requires, for all purposes of the Indenture and this “Description of the Notes”, references to the notes include the old notes, new notes and any Additional Notes actually issued.

Each note will initially bear interest at 8 ⁵/8% per annum, and will be payable semiannually in arrears on February 15 and August 15 of each year, commencing August 15, 2002. We will make each interest payment to the holders of record of these notes on the immediately preceding February 1 and August 1.

Interest on the notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Additional interest may accrue on the notes in certain circumstances pursuant to the registration rights agreement.

Optional Redemption

On or after February 15, 2007, we may redeem all or a part of the notes, at any time, upon not less than 30 nor more than 60 days’ prior notice, at the redemption prices (expressed in percentages of principal amount) set forth below, plus accrued and unpaid interest thereon, if any, to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date), if redeemed during the 12-month period commencing on February 15 of the years set forth below:

Year	Redemption Price
2007	104.313	%
2008	102.875
2009	101.438
2010 and thereafter	100.000

In addition, prior to February 15, 2005, we may at our option on one or more occasions redeem the notes (which includes Additional Notes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of notes (which includes Additional Notes, if any) originally issued at a redemption price of 108.625% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the redemption date, with the Net Cash Proceeds from one or more Equity Offerings (provided that the Net Cash Proceeds thereof equal to the amount required to redeem any such notes is contributed by the Parent to our equity capital); provided, however, that:

(1) at least 65% of such aggregate principal amount of notes (which includes Additional Notes, if any) originally issued remains outstanding immediately after the occurrence of each such redemption (other than notes held, directly or indirectly, by the Parent or its Affiliates); and

(2) each such redemption occurs within 90 days after the date of the related Equity Offering.

At any time prior to February 15, 2007, the notes may also be redeemed as a whole at our option, upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of the date of redemption and accrued and unpaid interest, if any, to the date of redemption. Notices may be conditional.

Selection and Notice of Redemption

If we are redeeming less than all of the notes at any time, the Trustee will select notes for redemption as follows:

(1) if the notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the notes are listed; or

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(2) if the notes are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate.

We will redeem notes of $1,000 in principal amount or less in whole and not in part. We will cause notices of redemption to be mailed by first-class mail at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address.

If any note is to be redeemed in part only, the notice of redemption relating to such note shall state the portion of the principal amount thereof to be redeemed. We will issue a new note in principal amount equal to the unredeemed portion of the original note in the name of the Holder thereof upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of them called for redemption.

Mandatory Redemption; Offers to Purchase; Open Market Purchases

We are not required to make mandatory redemption or sinking fund payments with respect to the notes. However, under certain circumstances, we may be required to offer to purchase the notes as described under the captions “—Repurchase at the Option of Holders” and “—Certain Covenants—Limitation on Asset Sales”. We may at any time and from time to time purchase notes in the open market or otherwise.

Repurchase at the Option of Holders

Following a Change of Control, unless we shall have exercised our right to redeem the notes as described under “—Optional Redemption”, we must commence, within 30 days of the occurrence of such Change of Control, and consummate an Offer to Purchase for all notes then outstanding, at a purchase price equal to 101% of the principal amount thereof, plus accrued interest, if any, to the date of purchase.

We will not be required to make an Offer to Purchase following a Change of Control if a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to an Offer to Purchase following a Change of Control made by us and purchases all notes validly tendered and not withdrawn under such Offer to Purchase or if we have exercised our option to redeem all the notes pursuant to the provisions described under “—Optional Redemption”.

We will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase of notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenant, we will comply with the applicable securities laws and regulations and shall not be deemed to have breached our obligations under this covenant by virtue of our compliance with such securities laws or regulations.

The Change of Control purchase feature of the notes may in certain circumstances make more difficult or discourage a sale or takeover of us and, thus, the removal of incumbent management. The Change of Control repurchase feature is a result of negotiations between us and the initial purchasers of the old notes. Management has no present intention to engage in a transaction involving a Change of Control, although it is possible that we would decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of Indebtedness outstanding at such time or otherwise affect our capital structure. Restrictions on our ability to incur additional Indebtedness are contained in the “Limitation on Indebtedness” covenant. Such restrictions can only be waived with the consent of the Holders of a majority in principal amount of the notes then outstanding. Except for the limitations contained in the covenants, however, the Indenture will not contain any covenants or provisions that may afford Holders protection in the event of certain highly leveraged transactions.

The Credit Agreement prohibits us from purchasing the notes, and also provides that the occurrence of certain change of control events would constitute a default thereunder. In the event a Change of Control occurs at a time when we are prohibited from purchasing notes, we may seek the consent of our lenders to the purchase of notes or may attempt to refinance the borrowings that contain such prohibition. If we do not obtain such a consent or repay such borrowings, we will remain prohibited from purchasing notes. In such case, our failure to comply with this covenant would constitute a Default under the Indenture, which would, in turn, constitute a default under the Credit Agreement. In such circumstances, the subordination provisions in the Indenture would likely restrict payments to Holders of notes.

Future indebtedness that the Parent or its Restricted Subsidiaries (including us) may incur may contain prohibitions on the occurrence of certain events that would constitute a Change of Control or require the repurchase of such indebtedness upon a Change of Control. Moreover, the exercise by the Holders of their right to require us to repurchase the notes could cause a default under such indebtedness, even if the Change of Control itself does not, due to the financial effect of such repurchase on us.

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Finally, our ability to pay cash to the Holders following the occurrence of a Change of Control may be limited by our then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required repurchases.

The provisions under the Indenture relative to our obligation to make an Offer to Purchase as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount of the notes.

Guarantees

The Parent and the Subsidiary Guarantors jointly and severally guarantee, on a senior subordinated basis, our obligations under the notes. Each Subsidiary Guarantee is limited as necessary to prevent such Subsidiary Guarantee from being rendered voidable under applicable laws relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

A Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), another Person (other than the Parent, us or another Subsidiary Guarantor) unless:

(1) immediately after giving effect to that transaction, no Default or Event of Default exists; and

(2) either:

(a) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Subsidiary Guarantor pursuant to a supplemental indenture satisfactory to the Trustee; or

(b) the Net Cash Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the Indenture.

The Subsidiary Guarantee of a Subsidiary Guarantor will be released:

(1) in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor to a third party other than the Parent or an Affiliate of the Parent (including by way of merger or consolidation);

(2) in connection with any sale of all of the capital stock of a Subsidiary Guarantor;

(3) if the Parent designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the Indenture;

(4) in connection with the merger or dissolution of a Subsidiary Guarantor into the Parent, us or another Subsidiary Guarantor; or

(5) upon the legal defeasance of the notes as described under the caption “—Defeasance”.

Registered Exchange Offer; Registration Rights

Upon the closing of the offering of the old notes, we and the Parent entered into the registration rights agreement with the initial purchasers of the old notes, which provides for this exchange offer. A copy of the registration rights agreement is filed as an exhibit to the registration statement containing this prospectus. Please read the section captioned “The Exchange Offer” for more details regarding the terms of the registration rights agreement and the exchange offer.

Ranking

Notes and Guarantees versus Senior Indebtedness

The Indebtedness evidenced by these notes and the Guarantees are senior subordinated obligations of ours and the Guarantors, as the case may be. The payment of the principal of, premium, if any, and interest on the notes and any other amounts payable pursuant to the terms of the notes and the Guarantees is subordinate in right of payment, as set forth in the Indenture, to the prior payment in full in cash when due of all Senior Indebtedness of the Company or the relevant Guarantor, as the case may be, whether outstanding on the Closing Date or thereafter incurred, including the obligations of ours and such Guarantors under the Credit Agreement.

As of February 28, 2002, after the Refinancing Transactions, our Senior Indebtedness was approximately $240.2 million, the Senior Indebtedness of the Subsidiary Guarantors was approximately $237.6 million and the Senior Indebtedness of the Parent was approximately $240.9 million. In addition, as a result of the Refinancing Transactions, the Company had additional

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availability of $207.3 million for borrowings of Senior Indebtedness under the Credit Agreement. Virtually all of the Senior Indebtedness of the Guarantors consists of their respective guarantees of our Senior Indebtedness under the Credit Agreement.

Although the Indenture contains limitations on the amount of additional Indebtedness that the Parent, the Company and the Subsidiary Guarantors may incur, under certain circumstances the amount of such Indebtedness could be substantial and, in any case, such Indebtedness may be Senior Indebtedness. See “—Certain Covenants—Limitation on Indebtedness”.

Guarantees versus Other Liabilities of Subsidiaries

A portion of our operations are, or may in the future be, conducted through our subsidiaries. Some of these subsidiaries are not guaranteeing the notes. Claims of creditors of such non-guarantor subsidiaries, including trade creditors, secured creditors and creditors holding indebtedness and guarantees issued by the non-guarantor subsidiaries, and claims of preferred shareholders, if any, of such non-guarantor subsidiaries generally will have priority with respect to the assets and earnings of such non-guarantor subsidiaries over the claims of our creditors, including holders of the notes, even if such claims do not constitute Senior Indebtedness. Accordingly, the notes and the Guarantees will be effectively subordinated to creditors (including trade creditors) and preferred shareholders, if any, of such non-guarantor subsidiaries.

As of December 31, 2001, after giving pro forma effect to the Refinancing Transactions, the total liabilities of the non-guarantor subsidiaries were approximately $5.2 million, including trade payables, and such non-guarantor subsidiaries had no preferred stock outstanding. Although the Indenture limits the incurrence of Indebtedness and preferred stock of certain of the Parent’s and the Company’s subsidiaries, such limitation is subject to a number of significant qualifications. Moreover, the Indenture does not impose any limitation on the incurrence by such subsidiaries of liabilities that are not considered Indebtedness under the Indenture. See

“—Certain Covenants—Limitation on Indebtedness”.

Notes and Guarantees versus Other Senior Subordinated Indebtedness

Only Indebtedness of the Company or a Guarantor that is Senior Indebtedness will rank senior to the notes and the relevant Guarantee in accordance with the provisions of the Indenture. The notes and each Guarantee will in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company and the relevant Guarantor, respectively.

We and the Guarantors have agreed in the Indenture that we and they will not Incur, directly or indirectly, any Indebtedness that is subordinate or junior in ranking in right of payment to our Senior Indebtedness or the Senior Indebtedness of such Guarantors unless such Indebtedness is pari passu or subordinated in right of payment to the notes and the Guarantees, as applicable. Unsecured Indebtedness is not deemed to be subordinated or junior to Secured Indebtedness merely because it is unsecured.

Payment of Notes

We are not permitted to pay principal of, premium, if any, or interest on, the notes or make any deposit pursuant to the provisions described under “—Defeasance” and may not repurchase, redeem or otherwise retire any notes (collectively, “pay the notes”) if either of the following (each, a “Payment Default”) occurs:

(1) any Designated Senior Indebtedness is not paid in full in cash when due; or

(2) any other default on Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms;

unless, in either case, the Payment Default has been cured or waived and any such acceleration has been rescinded in writing or such Designated Senior Indebtedness has been paid in full in cash. Regardless of the foregoing, we are permitted to pay the notes without regard to the foregoing if we and the Trustee receive written notice approving such payment from the Representatives of all Designated Senior Indebtedness with respect to which the Payment Default has occurred and is continuing.

During the continuance of any default (other than a Payment Default) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, we are not permitted to pay the notes for a period (a “Payment Blockage Period”) of 179 days commencing upon the receipt by the Trustee (with a copy to us) of written notice (a “Blockage Notice”) of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period. The Payment Blockage Period will end prior to such 179^th day if such Payment Blockage Period is terminated:

(1) by written notice to the Trustee and us from the Person or Persons who gave such Blockage Notice;

(2) because no defaults continue in existence which would permit the acceleration of the maturity of any Designated Senior Indebtedness at such time; or

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(3) because such Designated Senior Indebtedness has been repaid in full in cash.

Notwithstanding the provisions described above, unless the holders of such Designated Senior Indebtedness or the Representative of such holders have accelerated the maturity of such Designated Senior Indebtedness, or any Payment Default otherwise exists, we are permitted to resume payments on the notes after the end of such Payment Blockage Period. The notes shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period, except that if any Blockage Notice is delivered to the Trustee by or on behalf of holders of Designated Senior Indebtedness (other than holders of Bank Indebtedness), a Representative of holders of Bank Indebtedness may give another Blockage Notice within such period. However, in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any consecutive 360-day period, and there must be 181 days during any consecutive 360-day period during which no Payment Blockage Period is in effect.

Upon any payment or distribution of our assets upon any liquidation, dissolution, winding up, assignment for the benefit of creditors or marshalling of our assets or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to us or our property:

(1) the holders of Senior Indebtedness will be entitled to receive payment in full in cash of the Senior Indebtedness before the noteholders are entitled to receive any payment or distribution with respect to the notes; and

(2) until all Obligations with respect to Senior Indebtedness are paid in full in cash, any payment or distribution to which noteholders would be entitled but for the subordination provisions of the Indenture will be made to holders of such Senior Indebtedness as their interests may appear, except that holders of the notes may receive certain Capital Stock and subordinated debt obligations.

If a distribution is made to noteholders that, due to the subordination provisions, should not have been made to them, such noteholders are required to hold it in trust for the holders of Senior Indebtedness and pay it over to them or their Representatives as their interests may appear.

If payment of the notes is accelerated because of an Event of Default, we or the Trustee shall promptly notify the holders of Designated Senior Indebtedness or the Representative of such holders of the acceleration. If any Designated Senior Indebtedness is outstanding at the time of such acceleration, neither we nor any Guarantor may pay the notes until five Business Days after the Representatives of all the issues of Designated Senior Indebtedness receive notice of such acceleration and, thereafter, may pay the notes only if the Indenture otherwise permits payment at that time.

The obligations of a Guarantor under its Guarantee are senior subordinated obligations. As such, the rights of noteholders to receive payment by a Guarantor pursuant to a Guarantee will be subordinated in right of payment to the rights of holders of Senior Indebtedness of such Guarantor. The terms of the subordination provisions described above with respect to our obligations under the notes apply equally to a Guarantor and the obligations of such Guarantor under a Guarantee.

By reason of the subordination provisions contained in the Indenture, in the event of insolvency, creditors of ours or a Guarantor who are holders of Senior Indebtedness of ours or a Guarantor, as the case may be, may recover more, ratably, than the noteholders.

The terms of the subordination provisions described above will not apply to payments from money or the proceeds of U.S. Government Obligations held in trust by the Trustee for the payment of principal of and interest on the notes pursuant to the provisions described under “—Defeasance”, if the foregoing subordination provisions were not violated at the time the respective amounts were deposited pursuant to such defeasance provisions.

Certain Covenants

Limitation on Indebtedness

(a) The Parent will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness; provided that the Parent and any Restricted Subsidiary may Incur Indebtedness if, after giving effect to the Incurrence of such Indebtedness and the receipt and application of the proceeds therefrom, the Interest Coverage Ratio would be greater than 2.0:1.0.

(b) Notwithstanding the foregoing paragraph (a), the Parent and any Restricted Subsidiary may Incur any or all of the following Indebtedness:

(i) Indebtedness of the Parent or any Restricted Subsidiary Incurred pursuant to the Credit Agreement; provided, however, that, immediately after giving effect to any such Incurrence, the aggregate principal amount of all Indebtedness incurred under this clause (i) and then outstanding does not exceed $450.0 million, less (A) the sum of all principal amounts of such Indebtedness permanently repaid as provided under the “Limitation on Asset Sales” covenant and (B) the then

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outstanding principal amount of Indebtedness arising under any Receivables Program that was Incurred pursuant to clause (x) of this paragraph (b);

(ii) Indebtedness owed to and held by (A) the Parent evidenced by a promissory note or (B) any Restricted Subsidiary; provided that any event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Parent or another Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the obligor thereon;

(iii) the old notes and the new notes (other than Additional Notes);

(iv) Indebtedness outstanding on the Closing Date (other than Indebtedness described in clauses (i), (ii) or (iii) of this paragraph (b));

(v) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to paragraph (a) or pursuant to clause (iii) or (iv) or this clause (v) of this paragraph (b); provided that if the Indebtedness to be refinanced is not Senior Indebtedness, then such Indebtedness shall rank no more senior than, and shall be at least as subordinated in right of payment, to the notes as the Indebtedness being refinanced;

(vi) Indebtedness (A) in respect of performance, surety or appeal bonds provided in the ordinary course of business, (B) under Currency Agreements and Interest Rate Agreements; provided that such agreements do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in foreign currency exchange rates or interest rates or by reason of fees, indemnities and compensation payable thereunder and (C) arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Parent or any of its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary of the Parent (other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary of the Parent for the purpose of financing such acquisition), in a principal amount not to exceed the gross proceeds actually received by the Parent or any Restricted Subsidiary in connection with such disposition;

(vii) Indebtedness of the Parent or a Restricted Subsidiary, to the extent the net proceeds thereof are promptly deposited to defease the notes as described under “Defeasance”;

(viii) any Guarantee by the Company or any Guarantor of Indebtedness or other obligations of the Parent or any Restricted Subsidiary or any Guarantee by a Foreign Subsidiary of Indebtedness or other obligations of another Foreign Subsidiary so long as the Incurrence of such Indebtedness by the Parent or such Restricted Subsidiary is permitted by the terms of the Indenture;

(ix) Indebtedness consisting of Capitalized Lease Obligations or purchase money obligations or other Indebtedness Incurred with respect to assets other than Capital Stock or other Investments, in each case incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvements of property used in the business of the Parent or such Restricted Subsidiary, in an aggregate principal amount (other than purchase money obligations that are (A) Incurred in the ordinary course of business to finance the purchase of tangible personal property and (B) secured with such tangible assets and the sole recourse with respect to such obligations is such assets) not to exceed $25.0 million at any time outstanding;

(x) Indebtedness Incurred by a Receivables Subsidiary pursuant to a Receivables Program; provided, however, that, after giving effect to any such Incurrence, the aggregate principal amount of all Indebtedness Incurred under this clause (x) plus any Indebtedness Incurred pursuant to clause (i) of this paragraph (b) and outstanding on the date of such Incurrence, does not exceed $450.0 million, less the sum of all principal amounts of Indebtedness Incurred pursuant to clause (i) of this paragraph (b) that is permanently repaid as provided under the “Limitation on Asset Sales” covenant; and

(xi) Indebtedness of the Parent or any Restricted Subsidiary in an aggregate principal amount which, when taken together with all other Indebtedness of the Parent and the Restricted Subsidiaries Incurred pursuant to this clause (xi) and outstanding on the date of such Incurrence, does not exceed $25.0 million.

(c) Notwithstanding any other provision of this “Limitation on Indebtedness” covenant, the maximum amount of Indebtedness that the Parent or a Restricted Subsidiary may Incur pursuant to this “Limitation on Indebtedness” covenant shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, due solely to the result of fluctuations in the exchange rates of currencies.

(d) For purposes of determining any particular amount of Indebtedness under this “Limitation on Indebtedness” covenant,

(i) guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness otherwise included in the determination of such particular amount shall not be included; and

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(ii) any Liens granted pursuant to the equal and ratable provisions referred to in the “Limitation on Liens” covenant shall not be treated as Indebtedness.

For purposes of determining compliance with this “Limitation on Indebtedness” covenant, (A) in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described in the above clauses, the Parent, in its sole discretion, shall classify such item of Indebtedness and only be required to include the amount and type of such Indebtedness in one of such clauses and (B) an item of Indebtedness may be divided and classified in more than one of the types of Indebtedness described above.

Limitation on Restricted Payments

(a) The Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly:

(i) declare or pay any dividend or make any distribution on its Capital Stock (other than (A) dividends or distributions payable solely in its Capital Stock (other than Redeemable Stock) and (B) pro rata dividends or distributions made by a Subsidiary that is not a Wholly Owned Restricted Subsidiary to minority shareholders (or owners of an equivalent interest in the case of a Subsidiary that is an entity other than a corporation)) held by Persons other than the Parent or any of its Restricted Subsidiaries;

(ii) purchase, redeem, retire or otherwise acquire for value any shares of Capital Stock of (x) the Parent held by any Person or (y) a Restricted Subsidiary held by any Affiliate of the Parent (other than a Restricted Subsidiary), including the exercise of any option to exchange any Capital Stock (other than into Capital Stock of the Parent that is not Redeemable Stock);

(iii) purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to Stated Maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of the Parent or a Restricted Subsidiary that is subordinated in right of payment to the notes (other than the purchase, repurchase or other acquisition of Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in any case due within one year of the date of such purchase, repurchase or other acquisition); or

(iv) make any Investment, other than a Permitted Investment, in any Person

(such payments or any other actions described in clauses (i) through (iv) of this paragraph (a) being collectively “Restricted Payments”)

if, at the time of, and after giving effect to, the proposed Restricted Payment:

(A) a Default or Event of Default shall have occurred and be continuing (or would result therefrom);

(B) the Parent could not Incur at least $1.00 of Indebtedness under paragraph (a) of the “Limitation on Indebtedness” covenant; or

(C) the aggregate amount of all Restricted Payments made after the Closing Date shall exceed the sum of (without duplication):

(1) 50% of the aggregate amount of the Adjusted Consolidated Net Income (or, if the Adjusted Consolidated Net Income is a loss, minus 100% of the amount of such loss) accrued on a cumulative basis during the period (taken as one accounting period) beginning on the first day of the fiscal quarter beginning immediately following the Closing Date and ending on the last day of the last fiscal quarter preceding the Transaction Date for which internal financial statements are available;

(2) 100% of the aggregate Net Cash Proceeds received by the Parent after the Closing Date from the issuance and sale of its Capital Stock (other than Redeemable Stock and other than an issuance or sale to a Subsidiary of the Parent) and 100% of any cash capital contribution received by the Parent from its shareholders subsequent to the Closing Date;

(3) the amount by which Indebtedness of the Parent or any Restricted Subsidiary is reduced on the Parent’s consolidated balance sheet upon the conversion or exchange (other than by a Subsidiary of the Parent) subsequent to the Closing Date of any Indebtedness of the Parent or any Restricted Subsidiary convertible or exchangeable for Capital Stock (other than Redeemable Stock) of the Parent (less the amount of any cash, or the fair value of any other property, distributed by the Parent or any Restricted Subsidiary upon such conversion or exchange); and

(4) an amount equal to the net reduction in Investments (other than reductions in Permitted Investments) in any Person resulting from payments of interest on Indebtedness, dividends, repayments of loans or advances, or other transfers of assets, in each case to the Parent or any Restricted Subsidiary or from the Net Cash Proceeds from the sale of any such Investment (except, in each case, to the extent any such payment or proceeds are included in the calculation

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of Adjusted Consolidated Net Income), or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of “Investments”), not to exceed, in each case, the amount of Investments previously made by the Parent or any Restricted Subsidiary in such Person or Unrestricted Subsidiary.

(b) The restrictions contained in paragraph (a) of this section shall not be violated by reason of:

(i) the payment of any dividend within 60 days after the date of declaration thereof if at the declaration date such payment would have complied with this covenant;

(ii) the purchase, redemption, repurchase, defeasance or other acquisition or retirement for value of Indebtedness that is subordinated in right of payment to the notes including premium, if any, and accrued and unpaid interest, with the proceeds of, or in exchange for, Indebtedness permitted to be Incurred under the “Limitation on Indebtedness” covenant;

(iii) any Restricted Payment made out of the Net Cash Proceeds of the substantially concurrent sale of, or made by exchange for, Capital Stock of the Parent (other than Redeemable Stock) or a substantially concurrent cash capital contribution received by the Parent from its shareholders, provided that any such Net Cash Proceeds to the extent used to make such a Restricted Payment shall not be included for purposes of clause (C)(2) of paragraph (a);

(iv) so long as no Default or Event of Default shall have occurred and be continuing, the payment of dividends on the Series B Convertible Preferred Stock; provided, however, that for the most recently ended four full fiscal quarters for which internal financial statements are available prior to the date of such determination, after giving effect to such dividend on a pro forma basis, the Fixed Charge Coverage Ratio would be at least 2.0:1.0;

(v) so long as no Default or Event of Default shall have occurred and be continuing, the repurchase or other acquisition of shares, or options to purchase shares, of Capital Stock of the Parent or any of its Subsidiaries from employees, former employees, consultants, former consultants, directors or former directors of the Parent or any of its Subsidiaries (or permitted transferees of such employees, former employees, consultants, former consultants, directors or former directors) upon death, disability, retirement or termination of employment or pursuant to the terms of agreements (including employment agreements) or plans (or amendments thereto) approved by the1 Board of Directors under which such persons purchase or sell or are granted the option to purchase or sell, shares of such stock; provided, however, that the aggregate amount of such repurchases shall not exceed (A) (x) $1.5 million in any calendar year (unless such repurchases are made with the proceeds of insurance policies and the shares of Capital Stock are repurchased from the executors, administrators, testamentary trustees, heirs, legatees or beneficiaries); provided, however, that the Parent may purchase up to an additional $3.0 million in any calendar year (with any unused amount to be carried forward to the next calendar year) plus (y) the aggregate Net Cash Proceeds from any reissuance during such calendar year of Capital Stock (other than Redeemable Stock) to employees or directors of the Parent or its Subsidiaries and (B) $10.0 million following the Closing Date;

(vi) so long as no Default or Event of Default shall have occurred and be continuing, Restricted Payments in an aggregate amount which, when taken together with all other Restricted Payments made pursuant to this clause (vi), does not exceed $30.0 million, plus, to the extent Restricted Payments made pursuant to this clause (vi) are Investments made by the Parent or any of its Restricted Subsidiaries in any Person and such Investment is sold for cash or otherwise liquidated or repaid, purchased or redeemed for cash, an amount equal to the lesser of (i) such cash (less the cost of disposition, if any) and (ii) the amount of such Restricted Payment; provided, that the amount of such cash will be excluded for purposes of clause (C) (4) of paragraph (a) and provided further that the amount of Restricted Payments permitted pursuant to clause (vi) shall in no event exceed $30.0 million at any time; and

(vii) the deemed repurchase of Capital Stock by us on the exercise of stock options.

(c) Each Restricted Payment permitted pursuant to clauses (i), (iv) and (v) of paragraph (b) (other than repurchases of Capital Stock with the proceeds of insurance policies referred to in clause (v) of paragraph (b)) shall be included (without duplication) in calculating whether the conditions of clause (C) of paragraph (a) of this “Limitation on Restricted Payments” covenant have been met with respect to any subsequent Restricted Payments. In the event the proceeds of an issuance of Capital Stock of the Parent are used for the redemption, repurchase or other acquisition of the notes, or Indebtedness that is pari passu with the notes, then the Net Cash Proceeds of such issuance shall be included in clause (C) (2) of paragraph (a) of this “Limitation on Restricted Payments” covenant only to the extent such proceeds are not used for such redemption, repurchase or other acquisition of Indebtedness.

Limitation on Layering

The Company and each Guarantor will not, directly or indirectly, Incur any Indebtedness that is subordinate or junior in right of payment to any Senior Indebtedness unless such Indebtedness is pari passu or subordinated in right of payment to the notes or the relevant Guarantee, as applicable; provided, however, that the foregoing limitation shall not apply to distinctions between categories of Senior Indebtedness that exist by reason of any Liens or guarantees arising or created in respect of some but not all such Senior Indebtedness.

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Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

(a) The Parent will not, and will not permit any Restricted Subsidiary (other than us) to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:

(i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by us (or, in the case of a Restricted Subsidiary of the Parent that is not us or a Subsidiary of ours, by the Parent or any other Restricted Subsidiary;

(ii) pay any Indebtedness owed to us (or, in the case of a Restricted Subsidiary of the Parent that is not us or a Subsidiary of ours, to the Parent) or any other Restricted Subsidiary;

(iii) make loans or advances to us (or, in the case of a Restricted Subsidiary of the Parent that is not us or a Subsidiary of ours, to the Parent), or

(iv) transfer any of its property or assets to us (or, in the case of a Restricted Subsidiary of the Parent that is not us or a Subsidiary of ours, to the Parent).

(b) The foregoing provisions shall not restrict any encumbrances or restrictions:

(i) pursuant to an agreement in effect at or entered into on the date of the Indenture;

(ii) with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by a Restricted Subsidiary on or before the date on which such Restricted Subsidiary was acquired by the Parent (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Parent or in contemplation of the transaction) and outstanding on such date; provided, however, that such encumbrances or restrictions are not applicable to the Parent or any other Restricted Subsidiary or the property or assets of the Parent or any other Restricted Subsidiary other than such Person (or its Subsidiaries) or the property or assets of such Person (or its Subsidiaries) so acquired;

(iii) with respect to a Restricted Subsidiary pursuant to an agreement effecting a refunding, replacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i) or (ii) of this paragraph (b) or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this paragraph (b) or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement are, in the good faith judgment of the Board of Directors, no less favorable in any material respect to the Holders of the notes than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements of such Restricted Subsidiary in effect on the Closing Date or the date such Restricted Subsidiary became a Restricted Subsidiary, whichever is applicable;

(iv) in the case of clause (iv) of paragraph (a) of this “Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries” covenant, that

(A) restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset,

(B) exist by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Parent or any Restricted Subsidiary not otherwise prohibited by the Indenture, or

(C) arise or are agreed to in the ordinary course of business, not relating to any Indebtedness, and do not, individually or in the aggregate, detract from the value of property or assets of the Parent or any Restricted Subsidiary in any manner material to the Parent or any Restricted Subsidiary;

(v) that arise or exist by reason of applicable law or any applicable rule, regulation or order;

(vi) that result from purchase money obligations for property acquired in the ordinary course of business of the nature described in clause (iv) of paragraph (a) of this “Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries” covenant on the property so acquired;

(vii) with respect to a Receivables Subsidiary, that are imposed pursuant to a Receivables Program of such Receivables Subsidiary; provided that such encumbrances and restrictions are customarily required by the institutional sponsor or arranger at the time of entering into such Receivables Program in similar types of documents relating to the purchase of similar receivables in connection with the financing thereof; or

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(viii) with respect to a Restricted Subsidiary, that are imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary pending the closing of such sale or disposition.

Nothing contained in this “Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries” covenant shall prevent the Parent or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in the “Limitation on Liens” covenant or (2) restricting the sale or other disposition of property or assets of the Parent or any of its Restricted Subsidiaries that secure Indebtedness of the Parent or any of its Restricted Subsidiaries.

Limitation on the Issuance and Sale of Capital Stock of Restricted Subsidiaries

The Parent will not issue or sell, and will not permit any Restricted Subsidiary, directly or indirectly, to issue or sell, any shares of Capital Stock of a Restricted Subsidiary that was a Restricted Subsidiary on the Closing Date except for:

(i) issuances or sales to the Parent or a Wholly Owned Restricted Subsidiary;

(ii) issuances of director’s qualifying shares;

(iii) issuances or sales of Capital Stock of a Restricted Subsidiary if, immediately after giving effect to such issuance or sale, neither the Parent nor any of its Subsidiaries own any Capital Stock of such Restricted Subsidiary; or

(iv) issuances or sales of Capital Stock of a Restricted Subsidiary (other than us) if, immediately after giving effect to such issuance or sale, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary and any Investment in such Person remaining after giving effect thereto would have been permitted to be made under the “Limitation on Restricted Payments” covenant if made on the date of such issuance, sale or other disposition.

Additional Subsidiary Guarantees

After the Closing Date, the Parent will cause each domestic Restricted Subsidiary created or acquired by the Parent or us to execute and deliver to the Trustee a Subsidiary Guarantee pursuant to which such Subsidiary Guarantor will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the notes on the same terms and conditions as those set forth in the Indenture.

Limitation on Transactions with Affiliates

(a) The Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including the purchase, sale, lease or exchange of property or assets, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Parent or any Restricted Subsidiary, except upon terms no less favorable to the Parent or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that is not an Affiliate.

(b) The provisions of the preceding paragraph (a) do not limit, and shall not apply to:

(i) any transaction (A) approved by a majority of the disinterested members of the Board of Directors, (B) for which the Parent or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view or (C) involving consideration of $1.0 million or less;

(ii) any transaction solely between the Parent and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries;

(iii) the payment of reasonable and customary regular fees to directors of the Parent who are not employees of the Parent;

(iv) any payments or other transactions pursuant to any tax-sharing agreement between the Parent and any other Person with which the Parent files a consolidated tax return or with which the Parent is part of a consolidated group for tax purposes;

(v) any issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans or incentive plans approved by the Board of Directors;

(vi) loans or advances to employees or consultants in the ordinary course of business of the Parent or its Restricted Subsidiaries, but in any event not to exceed $3.0 million in the aggregate outstanding at any one time;

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(vii) the issuance or sale of any Capital Stock (other than Redeemable Stock) of the Parent;

(viii) any agreement as in effect on the Closing Date and described in this prospectus under “Certain Relationships and Related Party Transactions” or any renewals, extensions or amendments of any such agreement (so long as such renewals, extensions or amendments are not less favorable to the Parent or its Restricted Subsidiaries) and the transactions evidenced thereby;

(ix) transactions with customers, clients, suppliers or purchasers or sellers of goods or services in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture that are fair to the Parent or its Restricted Subsidiaries, in the reasonable determination of the Board of the Directors of the Parent, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(x) any Receivables Program of ours or a Restricted Subsidiary; or

(xi) any Restricted Payments not prohibited by the “Limitation on Restricted Payments” covenant.

Notwithstanding the foregoing, any transaction covered by paragraph (a) and not covered by clauses (ii) through (vi) or (viii) through (xi) of paragraph (b) of this “Limitation on Transactions with Affiliates” covenant, the aggregate amount of which exceeds $10 million in value, must be approved or determined to be fair in the manner provided for in clause (b)(i)(B) above.

Limitation on Liens

The Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien (other than Permitted Liens and Liens securing Senior Indebtedness) securing Indebtedness on any of its assets or properties of any character, or any shares of Capital Stock or Indebtedness of any Restricted Subsidiary, now owned or hereafter acquired, or any income or profits therefrom or assign or convey any right to receive income therefrom, without providing that the notes shall be secured equally and ratably with (or prior to in the case of Liens with respect to Subordinated Obligations) the obligations so secured for so long as such obligations are so secured.

Limitation on Asset Sales

(a) The Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale, unless:

(i) the consideration received by the Parent or such Restricted Subsidiary is at least equal to the fair market value, as determined in good faith by the Board of Directors, of the assets sold or disposed of; and

(ii) at least 75% of the consideration received consists of cash or cash equivalents.

(b) With respect to any Asset Sale occurring on or after the Closing Date from which the Parent or any Restricted Subsidiary receives Net Cash Proceeds, the Parent or such Restricted Subsidiary, as the case may be, shall apply an amount equal to 100% of the Net Cash Proceeds from such Asset Sale to:

(i) first, to the extent the Parent elects (or is required by the terms of any Indebtedness), permanently repay (or cash collateralize) Senior Indebtedness of ours or the Parent or Indebtedness (other than Redeemable Stock) of any Restricted Subsidiary (other than us) (in each case owing to a Person other than the Parent or any of its Restricted Subsidiaries) within one year from the later of the date of such Asset Sale and the receipt of such Net Cash Proceeds; and

(ii) second, to the extent of the balance of such Net Cash Proceeds after application in accordance with clause (i), to the extent the Parent or such Restricted Subsidiary elects, invest in Additional Assets within 12 months from (or enter into a binding commitment to invest in Additional Assets, provided that such commitment shall be subject only to customary conditions (other than financing) and such investment shall be consummated within 18 months from) the later of the date of such Asset Sale and receipt of such Net Cash Proceeds (such date, the “Application Date”).

Notwithstanding the foregoing provisions of this covenant, the Parent and its Restricted Subsidiaries will not be required to apply any Net Cash Proceeds in accordance with this covenant except to the extent that the aggregate Net Cash Proceeds from all Asset Sales that are not applied in accordance with this covenant exceeds $5.0 million. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during the periods set forth in this paragraph (b) and not applied as so required by the applicable Application Date shall constitute “Excess Proceeds” and shall be applied as provided in paragraph (c) below.

(c) If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this “Limitation on Asset Sales” covenant totals at least $10.0 million (provided that any lesser amount shall be carried forward for purposes of determining whether such an offer is required with respect to the Excess Proceeds from

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any subsequent Asset Sale), we must commence, not later than the 15th Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of notes (and other Senior Subordinated Indebtedness of ours designated by us) equal to the Excess Proceeds on such date, at a purchase price equal to 100% of the principal amount of the notes, plus, in each case, accrued interest, if any, to the date of purchase. If the aggregate purchase price of the notes and other Senior Subordinated Indebtedness tendered pursuant to the Offer to Purchase is less than the Excess Proceeds, the Parent or the applicable Restricted Subsidiary may use the remaining Excess Proceeds in any manner not otherwise prohibited by the Indenture.

(d) For the purposes of this covenant, the following are deemed to be cash or cash equivalents:

(i) the assumption of Indebtedness of the Parent or any Restricted Subsidiary and the release of the Parent or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Sale; and

(ii) securities received by the Parent or any Restricted Subsidiary from the transferee that are promptly converted by the Parent or such Restricted Subsidiary into cash.

(e) We shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of notes pursuant to this covenant. To the extent that the provisions of any securities laws and regulations conflict with provisions of this covenant, we shall comply with the applicable securities laws and regulations and shall not be deemed to have breached our obligations under this clause by virtue thereof.

Merger and Consolidation

Neither the Parent nor the Company will consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person unless:

(i) the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person organized and existing under the laws of the United States of America or any jurisdiction thereof and the Successor Company, if not the Parent or the Company, shall expressly assume, by a supplemental indenture executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Parent or the Company, as applicable, under the Indenture and the notes or the Guarantee, as applicable;

(ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

(iii) immediately after giving effect to such transaction on a pro forma basis the Successor Company could Incur at least $1.00 of Indebtedness under paragraph (a) of the “Limitation on Indebtedness” covenant; and

(iv) the Parent or the Company, as applicable, delivers to the Trustee an officers’ certificate (attaching the arithmetic computations to demonstrate compliance with clause (iii)) and an opinion of counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with;

provided, however, that clause (iii) above will not be applicable to (A) a merger of the Parent or the Company with or into the Parent or a Restricted Subsidiary or (B) the Parent or the Company merging with an Affiliate if, in the good faith determination of the Board of Directors of the Parent, whose determination shall be evidenced by a board resolution, the principal purpose of such transaction is to change the state of incorporation of the Parent or the Company, as applicable; provided that any such transaction described in clause (B) shall not have as one of its purposes the evasion of the foregoing limitations.

The Successor Company will be the successor to the Parent or the Company, as the case may be, and shall succeed to, and be substituted for, and may exercise every right and power of, the Parent or the Company under the Indenture, and the predecessor Parent or Company, except in the case of a lease or other disposition of all or substantially all of its property and assets, shall be released from the obligations under the Indenture and the notes or the Guarantee, as applicable.

SEC Reports and Reports to Holders

Whether or not we are required to file reports with the SEC, for so long as any notes are outstanding, we shall file with the SEC all such reports and other information as we would be required to file with the SEC by Sections 13(a) or 15(d) under the Exchange Act if we were subject thereto; provided, however, that so long as the Parent is a Guarantor of the notes and is permitted by the provisions of the Exchange Act, the reports, information and other documents required to be filed and provided as described hereunder may, at our option, be filed by and be those of the Parent rather than ours; provided further, however, the Parent shall include in such report, information or other document the information required by Regulation S-X with respect to us. We shall supply to the Trustee and each Holder or shall supply to the Trustee for forwarding to each such Holder, without cost to

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such Holder, copies of such reports and other information as required by the TIA. We also shall comply with the other provisions of TIA Section 314(a).

Defaults

The following events will be defined as “Events of Default” in the Indenture:

(a) default in the payment of principal of (or premium, if any, on) any note when the same becomes due and payable at Stated Maturity, upon acceleration, redemption or otherwise;

(b) default in the payment of interest on any note when the same becomes due and payable, and such default continues for a period of 30 days;

(c) the failure of the Parent or the Company to comply with its obligations under the “Merger and Consolidation” covenant;

(d) (i) the failure by the Parent or the Company, as applicable, to comply for 30 consecutive days after notice with any of its obligations in the following covenants: “Repurchase at the Option of Holders” (other than a failure to purchase notes), “Limitation on Asset Sales” (other than a failure to purchase notes), “Limitation on Indebtedness”, “Limitation on Layering”, “Limitation on Restricted Payments”, “Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries”, “Limitation on the Issuance and Sale of Capital Stock of Restricted Subsidiaries”, “Limitation on Transactions with Affiliates”, “Limitation on Liens” and “SEC Reports” or (ii) the failure by the Company or the Parent to comply for 60 consecutive days after notice with any of its other obligations contained in the Indenture;

(e) the occurrence with respect to any issue or issues of Indebtedness of the Parent, the Company or any Significant Subsidiary having an outstanding principal amount of $10.0 million or more in the aggregate for all such issues of all such Persons, whether such Indebtedness now exists or shall hereafter be created, of:

(i) an event of default that has caused the holder thereof to declare such Indebtedness to be due and payable prior to its Stated Maturity and such Indebtedness has not been discharged in full or such acceleration has not been rescinded or annulled within 30 days of such acceleration; or

(ii) the failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or extended within 30 days of such payment default;

(f) any final judgment or order (not covered by insurance) for the payment of money in excess of $20.0 million in the aggregate for all such final judgments or orders against all such Persons (treating any deductibles, self-insurance or retention as not so covered) shall be rendered against the Parent, us or any Significant Subsidiary and shall not be paid or discharged, and there shall be any period of 60 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such Persons to exceed $20.0 million during which a stay of enforcement of such final judgment or order, by reason of a pending appeal or otherwise, shall not be in effect;

(g) a court having jurisdiction in the premises enters a decree or order for:

(i) relief in respect of the Parent, the Company or any Significant Subsidiary in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect;

(ii) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Parent, the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Parent, the Company or any Significant Subsidiary; or

(iii) the winding up or liquidation of the affairs of the Parent, the Company or any Significant Subsidiary and, in each case, such decree or order shall remain unstayed and in effect for a period of 60 consecutive days;

(h) the Parent, the Company or any Significant Subsidiary:

(i) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law;

(ii) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Parent, the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Parent, the Company or any Significant Subsidiary; or

(iii) effects any general assignment for the benefit of creditors; or

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(i) any Guarantee ceases to be in full force and effect (other than in accordance with the terms of the Indenture) or any Guarantor denies or disaffirms its obligations under its Guarantee.

However, a default under clauses (d) or (f) will not constitute an Event of Default until the Trustee or the Holders of 25% or more in aggregate principal amount of the notes then outstanding notify us in writing of the default and we do not cure such default within the time specified after receipt of such notice.

If payment of the notes is accelerated because of an Event of Default, we or the Trustee shall promptly notify the holders of Designated Senior Indebtedness or the Representative of such holders of the acceleration. If any Designated Senior Indebtedness is outstanding at the time of such acceleration, neither we nor any Guarantor may pay the notes until five Business Days after the Representatives of all the issues of Designated Senior Indebtedness receive notice of such acceleration and, thereafter, may pay the notes only if the Indenture otherwise permits payment at that time.

Acceleration, Waiver and Other Remedies

If an Event of Default (other than an Event of Default specified in clause (g) or (h) under the heading “Events of Default” above that occurs with respect to the Parent or us) occurs and is continuing under the Indenture,

(i) the Trustee or the Holders of at least 25% in aggregate principal amount of the notes then outstanding, by written notice to the Parent (and to the Trustee if such notice is given by the Holders), may, and

(ii) the Trustee, at the request of such Holders, shall,

declare the principal of, premium, if any, and accrued interest on the notes to be immediately due and payable.

Upon a declaration of acceleration, such principal, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) under the heading “Events of Default” has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) shall be remedied or cured by the Parent, the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) under the heading “Events of Default” occurs with respect to the Parent or us, the principal of, premium, if any, and accrued interest on the notes then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration, but before a judgment or decree for the payment of the money due has been obtained by the Trustee, the Holders of a majority in principal amount of the outstanding notes, by written notice to the Parent and to the Trustee, may waive all past Defaults and rescind and annul a declaration of acceleration and its consequences if (A) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and accrued interest on the notes that have become due solely by such declaration of acceleration, have been cured or waived and (B) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. For information as to the waiver of defaults, see “Modification” below.

The Holders of a majority in aggregate principal amount of the outstanding notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture, that may involve the Trustee in personal liability or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders not joining in the giving of such direction and may take any other action it deems proper that is not inconsistent with any such direction received from Holders. A Holder may not pursue any remedy with respect to the Indenture or the notes unless:

(i) the Holder gives the Trustee written notice of a continuing Event of Default;

(ii) the Holders of at least 25% in aggregate principal amount of outstanding notes make a written request to the Trustee to pursue the remedy;

(iii) such Holder or Holders offer the Trustee indemnity satisfactory to the Trustee against any costs, liabilities or expenses to be incurred in compliance with such request;

(iv) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and

(v) during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding notes do not give the Trustee a direction that is inconsistent with the request.

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However, such limitations do not apply to the right of any Holder to receive payment of the principal of, premium, if any, or interest on, such note or to bring suit for the enforcement of any such payment, on or after the due date expressed in the notes, which right shall not be impaired or affected without the consent of the Holder.

The Indenture requires certain officers of the Parent to certify, on or before a date not more than 120 days after the end of each fiscal year, that a review has been conducted of the activities of the Parent and its Restricted Subsidiaries and the Parent’s and its Restricted Subsidiaries’ performance under the Indenture and, to their knowledge, that the Parent and we have fulfilled all obligations thereunder, or, if, to their knowledge, there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. We will also be obligated to notify the Trustee of certain defaults in the performance of any covenants or agreements under the Indenture.

Defeasance

Defeasance and Discharge.    The Indenture provides that we will be deemed to have paid and will be discharged from any and all obligations in respect of the notes on the 123rd day after the deposit referred to below, and the provisions of the Indenture will no longer be in effect with respect to the notes (except for, among other matters, certain obligations to register the transfer or exchange of the notes, to replace stolen, lost or mutilated notes, to maintain paying agencies and to hold monies for payment in trust) if, among other things:

(i) the Parent or we have deposited with the Trustee, in trust, money or U.S. Government Obligations that through the payment of interest, premium, if any, and principal in respect thereof in accordance with their terms will provide money in an amount sufficient to pay the principal of, premium, if any, and accrued interest on the notes to redemption or maturity, as the case may be, in accordance with the terms of the Indenture and the notes;

(ii) the Parent or we have delivered to the Trustee:

(A) either

(1) an opinion of counsel to the effect that holders will not recognize income, gain or loss for federal income tax purposes as a result of our exercise of our option under this “Defeasance” provision and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred, which opinion of counsel must be based upon (and accompanied by a copy of) a ruling of the Internal Revenue Service to the same effect unless there has been a change in applicable federal income tax law after the Closing Date such that a ruling is no longer required; or

(2) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned opinion of counsel; and

(B) an opinion of counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the United States Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law;

(iii) immediately after giving effect to such deposit on a pro forma basis, no Event of Default, or event that after the giving of notice or lapse of time or both would become an Event of Default, shall have occurred and be continuing on the date of such deposit or during the period ending on the 123rd day after the date of such deposit, and such deposit shall not result in a breach or violation of, or constitute a default under the Indenture or any other agreement or instrument to which the Parent, the Company or any of its Subsidiaries is a party or by which the Parent, the Company or any of its Subsidiaries is bound; and

(iv) if at such time the notes are listed on a national securities exchange, we have delivered to the Trustee an opinion of counsel to the effect that the notes will not be delisted as a result of such deposit, defeasance and discharge.

Defeasance of Certain Covenants and Certain Events of Default.    The Indenture further provides that the provisions of the Indenture will no longer be in effect with respect to clause (iii) under the “Merger and Consolidation” covenant and all of the other covenants described herein under “Covenants,” clause (c) under “Events of Default” with respect to such clause (iii) under “Merger and Consolidation,” clause (d) under “Events of Default” with respect to such covenants, clauses (e), (f) and (i) under “Events of Default” and clauses (g) and (h) under “Events of Default” (with respect only to Significant Subsidiaries) upon, among other things, the deposit with the Trustee, in trust, of money or U.S. Government Obligations that through the payment of interest and principal in respect thereof in accordance with their terms will provide money in an amount sufficient to pay the principal of, premium, if any, and accrued interest on the notes to redemption or maturity, as the case may be, in accordance with the terms of the Indenture and the notes, the satisfaction of the provisions described in clauses (ii)(B), (iii), and (iv) of the preceding paragraph and the delivery by us to the Trustee of an opinion of counsel to the effect that, among other things, the Holders have a valid first-priority security interest in the trust funds and will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance of certain covenants and Events of Default and will be subject to federal income tax on the same

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amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred.

If we exercise our legal defeasance option or our covenant defeasance option, the Parent and the Subsidiary Guarantors will be released from all their respective obligations with respect to their Guarantees. In the event we exercise our option to omit compliance with certain covenants and provisions of the Indenture with respect to the notes as described in the immediately preceding paragraph and the notes are declared due and payable because of the occurrence of an Event of Default that remains applicable, the amount of money or U.S. Government Obligations on deposit with the Trustee will be sufficient to pay amounts due on the notes to redemption or maturity but may not be sufficient to pay amounts due on the notes at the time of the acceleration resulting from such Event of Default. However, we will remain liable for such payments.

Modification

Modifications and amendments of the Indenture may be made by us, the Guarantors and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding notes; provided, however, that no such modification or amendment may, without the consent of each Holder affected thereby:

(i) change the Stated Maturity of the principal of, or any installment of interest on, any note;

(ii) reduce the principal amount of, or premium, if any, or interest on, any note;

(iii) change the place or currency of payment of principal of, or premium, if any, or interest on, any note;

(iv) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any note;

(v) reduce the above-stated percentage of outstanding notes the consent of whose Holders is necessary to modify or amend the Indenture;

(vi) waive a Default in the payment of principal of, premium, if any, or interest on the notes;

(vii) reduce the percentage or aggregate principal amount of outstanding notes the consent of whose Holders is required for any waiver of compliance with certain provisions of the Indenture or for waiver of certain defaults and their consequences provided for in the Indenture; or

(viii) adversely affect any right of repayment at the option of any Holder of any note.

Notwithstanding the preceding, without the consent of any Holder of the notes, we, the Guarantors and the Trustee may modify or amend the Indenture:

(i) to cure any ambiguity, defect, omission or inconsistency;

(ii) to provide for the assumption by a successor corporation of our obligations under the Indenture;

(iii) to provide for uncertificated notes in addition to or in place of certificated notes (provided that the uncertificated notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated notes are described in Section 163(f)(2)(B) of the Code);

(iv) to add guarantees with respect to the notes, or to secure the notes;

(v) to add to the covenants of the Parent or the Company for the benefit of the Holders of the notes or to surrender any right or power conferred upon the Parent or us;

(vi) to make any change that does not materially and adversely affect the rights of any holder of the notes; or

(vii) to comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA.

However, no amendment may be made to the subordination provisions of the Indenture that adversely affects the rights of any holder of Senior Indebtedness of ours or a Guarantor then outstanding unless the holders of such Senior Indebtedness (or their Representative) consent to such change.

The consent of the Holders of the notes is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

After an amendment under the Indenture becomes effective, we are required to mail to each Holder of the notes a notice briefly describing such amendment. However, the failure to give such notice to all Holders of the notes, or any defect therein, will not impair or affect the validity of the amendment.

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No Personal Liability of Incorporators, Shareholders, Officers, Directors or Employees

The Indenture provides that no recourse for the payment of the principal of, premium, if any, or interest on any of the notes or the Guarantees or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of ours in the Indenture, or in any of the notes or the Guarantees, or because of the creation of any Indebtedness represented thereby, shall be had against any incorporator, shareholder, officer, director, employee or controlling person of ours, of any Guarantor or of any successor Person thereof. Each Holder, by accepting the notes, waives and releases all such liability. The waiver may not be effective to waive liabilities under the federal securities laws, and it is the view of the SEC that such a waiver is against public policy.

Concerning the Trustee

The Indenture provides that, except during the continuance of a Default, the Trustee will not be liable, except for the performance of such duties as are specifically set forth in such Indenture. If an Event of Default has occurred and is continuing, the Trustee will use the same degree of care and skill in its exercise as a prudent person would exercise under the circumstances in the conduct of such person’s own affairs.

The Indenture and provisions of the Trust Indenture Act, incorporated by reference therein, contain limitations on the rights of the Trustee, should it become a creditor of ours, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claims, as security or otherwise. The Trustee is permitted to engage in other transactions; provided, however, that if it acquires any conflicting interest, it must eliminate such conflict or resign.

Book-Entry; Delivery and Form

The certificates representing the notes initially were issued in fully registered form without interest coupons. Notes sold in offshore transactions in reliance on Regulation S under the Securities Act, if any, would be represented by one or more permanent global notes in definitive, fully registered form without interest coupons (each a “Temporary Regulation S Global Note”) and would be deposited with the Trustee as custodian for, and registered in the name of, a nominee of DTC for the accounts of Euroclear and Clearstream Banking. The Temporary Regulation S Global Note would be exchangeable for one or more permanent global notes (each a “Permanent Regulation S Global Note” and, together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) on or after the 40th day following the Closing Date upon certification that the beneficial interests in such global note are owned by non-U.S. persons. Prior to the 40th day after the Closing Date, beneficial interests in the Temporary Regulation S Global Note may only be held through Euroclear or Clearstream Banking, and any resale or transfer of such interests to U.S. persons is not permitted during such period unless such resale or transfer is made pursuant to Rule 144A or Regulation S.

Notes sold in reliance on Rule 144A are represented by one or more permanent global notes in definitive, fully registered form without interest coupons (each a “Restricted Global Note” and, together with the Regulation S Global Note, the “Global Notes”) and are deposited with the relevant Trustee as custodian for, and registered in the name of, a nominee of DTC.

Unless exchanged for the new notes pursuant to this exchange offer, each Global Note is subject to certain restrictions on transfer and will bear a restrictive legend. Except in the limited circumstances described below under “Certificated Notes”, owners of beneficial interests in a Restricted Global Note will not be entitled to receive physical delivery of Certificated Notes (as defined below).

Notes transferred to institutional accredited investors who are not qualified institutional buyers (“Non-Global Purchasers”) will be in registered form without interest coupons (“Certificated Notes”). Upon the transfer of Certificated Notes initially issued to a Non-Global Purchaser, to a qualified institutional buyer or in accordance with Regulation S, such Certificated Notes will, unless the relevant Global Note has previously been exchanged in whole for Certificated Notes, be exchanged for an interest in a Global Note.

Ownership of beneficial interests in a Global Note will be limited to persons who have accounts with DTC (“participants”) or persons who hold interests through participants. Ownership of beneficial interests in a Global Note will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Qualified institutional buyers may hold their interests in a Restricted Global Note directly through DTC if they are participants in such system, or indirectly through organizations which are participants in such system.

Investors may hold their interests in a Regulation S Global Note directly through Clearstream Banking or Euroclear, if they are participants in such systems, or indirectly through organizations that are participants in such system. On or after the 40th day following the Closing Date, investors may also hold such interests through organizations other than Clearstream Banking or Euroclear that are participants in the DTC system. Clearstream Banking and Euroclear will hold interests in the Regulation S Global Notes on behalf of their participants through DTC.

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So long as DTC, or its nominee, is the registered owner or holder of a Global Note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the notes represented by such Global Note for all purposes under the Indenture and the notes. No beneficial owner of an interest in a Global Note will be able to transfer that interest except in accordance with DTC’s applicable procedures, in addition to those provided for under the Indenture and, if applicable, those of Euroclear and Clearstream Banking.

Payments of the principal of, and interest on, a Global Note will be made to DTC or its nominee, as the case may be, as the registered owner thereof. Neither we, the Trustee nor any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

We expect that DTC or its nominee, upon receipt of any payment of principal or interest in respect of a Global Note, will credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Global Note as shown on the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in such Global Note held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants.

Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules and will be settled in same-day funds. Transfers between participants in Euroclear and Clearstream Banking will be effected in the ordinary way in accordance with their respective rules and operating procedures.

We expect that DTC will take any action permitted to be taken by a holder of notes (including the presentation of notes for exchange as described below) only at the direction of one or more participants to whose account the DTC interests in a Global Note is credited and only in respect of such portion of the aggregate principal amount of notes as to which such participant or participants has or have given such direction. However, if there is an Event of Default under the notes, DTC will exchange the applicable Global Note for Certificated Notes, which it will distribute to its participants and which may bear a restrictive legend.

We understand that: DTC is a limited purpose trust company organized under the laws of the State of New York, a “banking organization” within the meaning of New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the Uniform Commercial Code and a “Clearing Agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates and certain other organizations. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly (“indirect participants”).

Although DTC, Euroclear and Clearstream Banking are expected to follow the foregoing procedures in order to facilitate transfers of interests in a Global Note among participants of DTC, Euroclear and Clearstream Banking, they are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither the Company nor the Trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream Banking or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Certificated Notes

If DTC is at any time unwilling or unable to continue as a depositary for the Global Notes and a successor depositary is not appointed by us within 120 days, we will issue Certificated Notes, which may bear a restrictive legend, in exchange for the Global Notes. Holders of an interest in a Restricted Global Note may receive Certificated Notes, which may bear a restrictive legend, in accordance with the DTC’s rules and procedures in addition to those provided for under the Indenture.

Governing Law

The indenture and the notes will be governed by, and construed in accordance with, the laws of the State of New York without giving effect to the applicable principles of conflicts of laws to the extent that the application of the law of another jurisdiction would be required thereby.

Certain Definitions

Set forth below is a summary of certain of the defined terms used in the covenants and other provisions of the Indenture. Please read the Indenture for the full definition of all terms as well as any other capitalized term used in this summary for which no definition is provided.

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“Additional Assets” means:

(i) any property or other assets (other than Indebtedness and Capital Stock) used in a Related Business;

(ii) the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Parent or another Restricted Subsidiary; or

(iii) Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary;

provided, however, that any such Restricted Subsidiary described in clause (ii) or (iii) above is primarily engaged in a Related Business.

“Adjusted Consolidated Net Income” means, for any period, the aggregate net income (or loss) of the Parent and its consolidated Subsidiaries for such period determined in conformity with GAAP; provided that the following items shall be excluded in computing Adjusted Consolidated Net Income (without duplication):

(i) any net income of any Person (other than the Parent) if such Person is not a Restricted Subsidiary, except that:

(A) subject to the exclusion contained in clause (iv) below, the Parent’s equity in the net income of any such Person for such period shall be included in such Adjusted Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Parent or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to a Restricted Subsidiary, to the limitations contained in clause (iii) below); and

(B) the Parent’s equity in a net loss of any such Person to the extent accounted for pursuant to the equity method of accounting for such period shall be included in determining such Adjusted Consolidated Net Income;

(ii) any net income (or loss) of any Person acquired by the Parent or a Subsidiary in a pooling of interests transaction for any period prior to the date of such acquisition;

(iii) any net income of any Restricted Subsidiary (other than the Company) if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Company (or, in the case of a Restricted Subsidiary of the Parent that is not the Company or a Subsidiary of the Company, the Parent), except that:

(A) subject to the exclusion contained in clause (iv) below, the Company’s (or, in the case of a Restricted Subsidiary of the Parent that is not the Company or a Subsidiary of the Company, the Parent’s) equity in the net income of any such Restricted Subsidiary for such period shall be included in such Adjusted Consolidated Net Income up to the aggregate amount of cash that could have been distributed by such Restricted Subsidiary during such period to the Company (or, in the case of a Restricted Subsidiary of the Parent that is not the Company or a Subsidiary of the Company, the Parent) or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to another Restricted Subsidiary, to the limitation contained in this clause (iii)); and

(B) the Company’s (or, in the case of a Restricted Subsidiary of the Parent that is not the Company or a Subsidiary of the Company, the Parent’s) equity in a net loss of any such Restricted Subsidiary for such period shall be included in determining such Adjusted Consolidated Net Income;

(iv) any gain (or loss) realized upon the sale or other disposition of any assets of the Parent, its consolidated Subsidiaries or any other Person (including pursuant to any sale-and-leaseback arrangement) which is not sold or otherwise disposed of in the ordinary course of business and any gain (or loss) realized upon the sale or other disposition of any Capital Stock of any Person;

(v) extraordinary gains or losses; and

(vi) the cumulative effect of a change in accounting principles.

Notwithstanding the foregoing, for purposes of the “Limitation on Restricted Payments” covenant only, there shall be excluded from Adjusted Consolidated Net Income any repurchases, repayments or redemptions of Investments, proceeds realized on the sale of Investments or return of capital to the Parent or a Restricted Subsidiary to the extent such repurchases, repayments, redemptions, proceeds or returns increase the amount of Restricted Payments permitted under such covenant pursuant to clause (C)(4) of paragraph (a) thereof.

“Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the

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ownership of voting securities, by contract or otherwise. For purposes of the definitions of “Equity Offering” and “Permitted Holders” and the “Limitation on Restricted Payments” and “Limitation on Transactions with Affiliates” covenants only, “Affiliate” shall also mean any beneficial owner of Capital Stock representing 10% or more of the total voting power of the Voting Stock (on a fully diluted basis) of the Parent or of rights or warrants to purchase such Capital Stock (whether or not currently exercisable) and any Person who would be an Affiliate of any such beneficial owner pursuant to the first sentence hereof.

“Applicable Premium” means, with respect to a note at any time, the greater of (i) 1.0% of the principal amount of such note and (ii) the excess of (A) the present value at such time of (1) the redemption price of such note at February 15, 2007 (such redemption price being described under “—Optional Redemption”) plus (2) all required interest payments due on such note through February 15, 2007, computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the principal amount of such note.

“Asset Sale” means any sale, lease, transfer or other disposition (including by way of merger, consolidation or similar transaction) in one transaction or a series of related transactions by the Parent or any of its Restricted Subsidiaries to any Person other than the Parent or any of its Restricted Subsidiaries of:

(i) all or any of the Capital Stock (other than directors’ or other legally required qualifying shares) of any Restricted Subsidiary (other than the Company);

(ii) all or substantially all of the property and assets of an operating unit or business of the Parent or any of its Restricted Subsidiaries; or

(iii) any other property and assets of the Parent or any of its Restricted Subsidiaries (other than the Capital Stock or assets of an Unrestricted Subsidiary) outside the ordinary course of business of the Parent or such Restricted Subsidiary;

provided that “Asset Sale” shall not include:

(A) a Permitted Investment or a Restricted Payment that is permitted by the “Limitation on Restricted Payments” covenant;

(B) a single transaction or a series of related transactions described in clauses (i), (ii) or (iii) above that have a fair market value of less than $1.0 million; or

(C) sales or other dispositions of equipment that has become worn out, obsolete or damaged or otherwise unsuitable for use in connection with the business of the Parent or its Restricted Subsidiaries;

provided, however, that (x) a disposition of Receivables and Related Assets shall not be deemed to constitute an Asset Sale and (y) a disposition of all or substantially all the assets of the Parent and its Restricted Subsidiaries taken as a whole or a sale of the Company’s Capital Stock will be governed by the provisions of the Indenture described under the caption “—Repurchase at the Option of Holders” and/or the provisions described under the “Merger and Consolidation” covenant and not by the provisions described under the “Limitation on Asset Sales” covenant.

“Average Life” means, at any date of determination with respect to any Indebtedness, the quotient obtained by dividing:

(i) the sum of the products of the number of years from such date of determination to the dates of each successive scheduled principal payment of such Indebtedness multiplied by the amount of such principal payment by

(ii) the sum of all such principal payments.

“Bank Indebtedness” means all Obligations pursuant to the Credit Agreement.

“Board of Directors” means the Board of Directors of the Parent or any committee thereof duly authorized to act on behalf of such Board.

“Business Day” means each day other than a Saturday, a Sunday or a day on which commercial banking institutions are authorized or required by law to close in New York City.

“Capital Stock” means, with respect to any Person, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents (however designated, whether voting or non-voting) in equity of such Person, including all common stock and preferred stock, but excluding any debt securities convertible into such equity.

“Capitalized Lease Obligations” means an obligation that is required to be classified and accounted for as a capital lease for financial reporting purposes in accordance with GAAP. The amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP, and the Stated Maturity thereof shall be the date of

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the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.

“Change of Control” means such time as:

(i) any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act) other than the Permitted Holders becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (i) such person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35% of the total voting power of the Voting Stock of the Parent, provided, however, that the Permitted Holders beneficially own (as defined in Rules 13d-3 and 13d-5 of the Exchange Act), directly or indirectly, in the aggregate, a lesser percentage of the total voting power of the Voting Stock of the Parent than such other person or group and do not have the right or ability to elect a majority of the Board of Directors of the Parent (for purposes of this clause (i), such other “person” or “group” shall be deemed to beneficially own any Voting Stock of any other Person (the “specified entity”) held by any other Person (the “parent entity”), if such other person is the beneficial owner (as defined above in this clause (i)), directly or indirectly, of more than 35% of the total voting power of the Voting Stock of such parent entity and the Permitted Holders beneficially own (as defined in this proviso), directly or indirectly, in the aggregate a lesser percentage of the voting power of the Voting Stock of such parent entity and do not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the board of directors of such parent entity);

(ii) individuals who on the Closing Date constitute the Board of Directors (together with any new directors whose election by the Board of Directors or whose nomination for election by the Parent’s shareholders was approved by a vote of a majority of the members of the Board of Directors then in office who either were members of the Board of Directors on the Closing Date or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the members of the Board of Directors then in office;

(iii) the Parent merges or consolidates with or into another Person or another Person merges or consolidates with or into the Parent, or all or substantially all of the assets of the Parent (determined on a consolidated basis) are sold to another Person (other than, in all such cases, a Person of which the Permitted Holders own more than 50% of the voting power of the Voting Stock), other than a transaction following which (A) in the case of a merger or consolidation transaction, holders of securities that represented 100% of the Voting Stock of the Parent immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own, directly or indirectly, a majority of the aggregate voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction and in substantially the same proportion as before the transaction and (B) in the case of a sale of assets transaction, the transferee Person becomes a Guarantor in respect of the notes and a Subsidiary of the transferor of such assets; or

(iv) the Parent ceases to own, directly or indirectly, all of the Capital Stock of the Company (other than in connection with a merger of the Parent into the Company permitted by the Indenture).

“Closing Date” means the date on which the notes were originally issued under the Indenture.

“Consolidated Cash Flow” means, for any period, the sum of the amounts for such period of

(i) Adjusted Consolidated Net Income,

(ii) Consolidated Interest Expense, to the extent such amount was deducted in calculating Adjusted Consolidated Net Income,

(iii) income taxes, to the extent such amount was deducted in calculating Adjusted Consolidated Net Income (other than income taxes (either positive or negative) attributable to extraordinary and non-recurring gains or losses or sales of assets),

(iv) depreciation expense, to the extent such amount was deducted in calculating Adjusted Consolidated Net Income,

(v) amortization expense, to the extent such amount was deducted in calculating Adjusted Consolidated Net Income, and

(vi) all other non-cash items reducing Adjusted Consolidated Net Income (other than items that will require cash payments and for which an accrual or reserve is, or is required by GAAP to be, made),

all as determined on a consolidated basis for the Parent and its Restricted Subsidiaries in conformity with GAAP.

Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the depreciation and amortization and non-cash charges of, a Restricted Subsidiary shall be added to Adjusted Consolidated Net Income to compute

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Consolidated Cash Flow only to the extent (and in the same proportion, including by reason of minority interests) that the net income of such Restricted Subsidiary was included in calculating Adjusted Consolidated Net Income.

“Consolidated Interest Expense” means, for any period, the total interest expense of the Parent and its consolidated Restricted Subsidiaries, plus, to the extent not included in such total interest expense and to the extent incurred by the Parent or its Restricted Subsidiaries, without duplication:

(i) interest expense attributable to Capitalized Lease Obligations and interest expense attributable to leases constituting part of a Sale/Leaseback Transaction;

(ii) amortization of debt discount;

(iii) capitalized interest;

(iv) non-cash interest expense;

(v) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing;

(vi) net costs associated with Interest Rate Agreements;

(vii) interest incurred in connection with Investments in discontinued operations;

(viii) interest accruing on any Indebtedness of any other Person to the extent such Indebtedness is guaranteed by (or secured by the assets of) the Parent or any Restricted Subsidiary;

(ix) cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than the Parent) in connection with Indebtedness Incurred by such plan or trust; and

(x) any premiums, fees, discounts, expenses and losses on the sale of Receivables and Related Assets (and any amortization thereof) payable in connection with a Receivables Program, as determined on a consolidated basis in conformity with GAAP;

and less, to the extent included in such total interest expense, (A) the amortization during such period of capitalized financing costs associated with the Refinancing Transactions and (B) the amortization during such period of other capitalized financing costs; provided, however, that the aggregate amount of amortization relating to any such other capitalized financing costs deducted in calculating Consolidated Interest Expense shall not exceed 3.5% of the aggregate amount of the financing giving rise to such capitalized financing costs.

“Credit Agreement” means the Credit Agreement entered into among the Company, the lenders referred to therein, and Morgan Stanley Senior Funding, Inc. and Credit Suisse First Boston Corporation as Lead Arrangers, together with the related documents thereto (including the term loans and revolving loans thereunder and any guarantees and security documents), as amended, extended, renewed, restated, supplemented or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, and any agreement (and related document) governing Indebtedness incurred to Refinance, in whole or in part, the borrowings and commitments then outstanding or permitted to be outstanding under such Credit Agreement or a successor Credit Agreement, whether by the same or any other lender or group of lenders.

“Currency Agreement” means, in respect of a Person, any foreign exchange contract, currency swap agreement or other similar agreement designed to protect such Person against fluctuations in currency values.

“Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

“Designated Senior Indebtedness” means (i) the Bank Indebtedness; and (ii) any other Senior Indebtedness of the Company which, at the date of determination, has an aggregate principal amount outstanding of, or under which, at the date of determination, the holders thereof are committed to lend up to, at least $10.0 million and is specifically designated by the Company in the instrument evidencing or governing such Senior Indebtedness as “Designated Senior Indebtedness” for purposes of the Indenture.

“Equity Offering” means any primary offering of common stock of the Parent (other than Redeemable Stock) to Persons who are not Affiliates of the Parent other than (i) public offerings with respect to the Parent’s common stock registered on Form S-8 and (ii) issuances upon exercise of options by employees of the Parent or any of its Restricted Subsidiaries.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

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“fair market value” means the price that would be paid in an arm’s-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by the Board of Directors, whose determination shall be conclusive if evidenced by a board resolution.

“Fixed Charge Coverage Ratio” means the Interest Coverage Ratio; provided, however, that in calculating the Fixed Charge Coverage Ratio (i) Consolidated Interest Expense shall include and give pro forma effect to dividends paid on the Series B Convertible Preferred Stock and (ii) any such dividends on the Series B Convertible Preferred Stock shall be deducted from Adjusted Consolidated Net Income.

“Foreign Subsidiary” means any Restricted Subsidiary incorporated or organized in a jurisdiction other than the United States, any state thereof or the District of Columbia.

“GAAP” means generally accepted accounting principles in the United States of America as in effect as of the Closing Date, including, without limitation, those set forth in (i) the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, (ii) statements and pronouncements of the Financial Accounting Standards Board, (iii) such other statements by such other entity as approved by a significant segment of the accounting profession and (iv) the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC. Unless otherwise specified, all ratios and computations contained or referred to in the Indenture shall be computed in conformity with GAAP applied on a consistent basis.

“guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person:

(i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise); or

(ii) entered into for purposes of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);

provided that the term guarantee shall not include endorsements for collection or deposit in the ordinary course of business. The term “guarantee” when used as a verb shall have a correlative meaning.

“Guarantee” means a guarantee of the notes by the Parent or any Subsidiary Guarantor, as the context requires.

“Guarantor” means the Parent and any Subsidiary Guarantor, as the context requires.

“Hedging Obligations” means the Obligations of a Person under Interest Rate Agreements and Currency Agreements.

“Holder” or “noteholder” means the Person in whose name a note is registered on the registrar’s books.

“Incur” means, with respect to any Indebtedness, to incur, create, issue, assume, guarantee or otherwise become liable for or with respect to, or become responsible for, the payment of, contingently or otherwise, such Indebtedness, including an “Incurrence” of Indebtedness by reason of a Person becoming a Restricted Subsidiary of the Parent. The term “Incurrence” when used as a noun shall have a correlative meaning. Solely for purposes of determining compliance with the “Limitation on Indebtedness” covenant, (i) amortization of debt discount or the accretion of principal with respect to a noninterest bearing or other discount security and (ii) the payment of regularly scheduled interest in the form of additional Indebtedness of the same instrument or the payment of regularly scheduled dividends on Capital Stock in the form of additional Capital Stock of the same class and with the same terms will not be deemed to be the Incurrence of Indebtedness.

“Indebtedness” means, with respect to any Person at any date of determination (without duplication):

(i) the principal in respect of all indebtedness of such Person for borrowed money, including any premium on such indebtedness to the extent such premium has become due and payable;

(ii) the principal in respect of all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments (other than any non-negotiable notes issued to insurance carriers in lieu of maintenance of policy reserves in connection with workers’ compensation and liability insurance programs), including any premium on such indebtedness to the extent such premium has become due and payable;

(iii) all obligations of such Person for the reimbursement of any obligor in respect of letters of credit or other similar credit instruments, but excluding obligations with respect to letters of credit (including trade letters of credit) securing obligations (other than obligations described in clauses (i) or (ii) above or clauses (iv) or (v) below) entered into in the

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ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if drawn upon, to the extent such drawing is reimbursed no later than the tenth Business Day following receipt by such Person of a demand for reimbursement);

(iv) all obligations of such Person to pay the deferred and unpaid purchase price of property or services, which purchase price is due more than six months after the date of placing such property in service or taking delivery and title thereto or the completion of such services, except Trade Payables;

(v) all Capitalized Lease Obligations of such Person;

(vi) all obligations of the type referred to in clauses (i) through (v) and (vii) of other Persons secured by a Lien on any asset of such Person, whether or not such obligation is assumed by such Person; provided that the amount of such obligation shall be deemed to be the lesser of (A) the fair market value of such asset at such date of determination and (B) the amount of such obligation so secured;

(vii) all obligations of the type referred to in clauses (i) through (v) of other Persons guaranteed by such Person to the extent such obligation is guaranteed by such Person; and

(viii) Hedging Obligations.

The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation, provided that:

(A) the principal amount of any noninterest bearing or other discount security at any date will be the principal amount thereof that would be shown on a balance sheet of such Person dated such date prepared in accordance with GAAP; and

(B) Indebtedness shall not include any liability for federal, state, local or other taxes.

Notwithstanding the foregoing, in connection with the purchase by the Parent or any Restricted Subsidiary of any business, the term “Indebtedness” will exclude post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 30 days thereafter.

“Interest Coverage Ratio” means, on any Transaction Date, the ratio of

(i) the aggregate amount of Consolidated Cash Flow for the then most recent four consecutive fiscal quarters ending prior to such Transaction Date for which internal financial statements are available (the “Four Quarter Period”) to

(ii) the aggregate Consolidated Interest Expense during such Four Quarter Period.

In making the foregoing calculation:

(A) if the Parent or any Restricted Subsidiary has Incurred any Indebtedness since the beginning of such period that remains outstanding or if the transaction giving rise to the need to calculate the Interest Coverage Ratio is an Incurrence of Indebtedness, or both, Consolidated Cash Flow and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period;

(B) if the Parent or any Restricted Subsidiary has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of such period or if any Indebtedness is to be repaid, repurchased, defeased or otherwise discharged (in each case other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) on the date of the transaction giving rise to the need to calculate the Interest Coverage Ratio, Consolidated Cash Flow and Consolidated Interest Expense for such period shall be calculated on a pro forma basis as if such discharge had occurred on the first day of such period and as if the Parent or such Restricted Subsidiary had not earned the interest income actually earned during such period in respect of cash or Temporary Cash Investments used to repay, repurchase, defease or otherwise discharge such Indebtedness;

(C) if since the beginning of such period the Parent or any Restricted Subsidiary shall have made any Asset Sale, Consolidated Cash Flow for such period shall be reduced by an amount equal to Consolidated Cash Flow (if positive) directly attributable to the assets which are the subject of such Asset Sale for such period, or increased by an amount equal to Consolidated Cash Flow (if negative), directly attributable thereto for such period and Consolidated Interest Expense for such period shall be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of the Parent or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged with respect to the Parent and its continuing Restricted Subsidiaries in connection with such Asset Sale for such period (or, if the Capital

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Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent the Parent and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale);

(D) if since the beginning of such period the Parent or any Restricted Subsidiary (by merger or otherwise) shall have made an Investment in any Restricted Subsidiary (or any person which becomes a Restricted Subsidiary) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction requiring a calculation to be made hereunder, which constitutes all or substantially all of an operating unit of a business, Consolidated Cash Flow and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as if such Investment or acquisition occurred on the first day of such period; and

(E) if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Parent or any Restricted Subsidiary since the beginning of such period) shall have made any Asset Sale, Investment or acquisition of assets that would have required an adjustment pursuant to clause (C) or (D) above if made by the Parent or a Restricted Subsidiary during such period, Consolidated Cash Flow and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto as if such Asset Sale, Investment or acquisition occurred on the first day of such period.

For purposes of this definition, whenever pro forma effect is to be given to an acquisition of assets, the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred in connection therewith, the pro forma calculations shall be determined in good faith by a responsible financial or accounting officer of the Parent and shall include, with respect to any period, the reduction in costs that were directly attributable to such acquisition and calculated on a basis that is consistent with Regulation S-X under the Securities Act as in effect and applied as of the Closing Date, as if such reduction in costs had been effected as of the beginning of such period. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months or, if shorter, at least equal to the remaining term of such Indebtedness).

“Interest Rate Agreement” means, in respect of a Person, any interest rate swap agreement, interest rate cap agreement or other financial agreement or arrangement designed to protect such Person against fluctuations in interest rates.

“Investment” in any Person means any direct or indirect advance, loan or other extension of credit (including by way of guarantee or similar arrangement) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such Person and shall include:

(i) the designation of a Restricted Subsidiary as an Unrestricted Subsidiary; and

(ii) the fair market value of the Capital Stock (or any other Investment), held by the Parent or any of its Restricted Subsidiaries, of (or in) any Person that has ceased to be a Restricted Subsidiary, including by reason of any transaction permitted by clause (iii) of the “Limitation on the Issuance and Sale of Capital Stock of Restricted Subsidiaries” covenant;

provided, however, that appreciation in the value of an Investment previously permitted by the terms of the Indenture shall not of itself constitute an Investment.

For purposes of the definition of “Unrestricted Subsidiary” and the “Limitation on Restricted Payments” covenant:

(A) “Investment” shall include the portion (proportionate to the Parent’s equity interest in such Subsidiary) of the fair market value of the assets (net of liabilities (other than liabilities to the Parent or any of its Restricted Subsidiaries)) of any Restricted Subsidiary at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary;

(B) the fair market value of the assets (net of liabilities (other than liabilities to the Parent or any of its Restricted Subsidiaries)) of any Unrestricted Subsidiary at the time that such Unrestricted Subsidiary is designated a Restricted Subsidiary shall be considered a reduction in outstanding Investments; and

(C) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer;

in the case of each of (A), (B) and (C), as determined in good faith by the Board of Directors.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof or any agreement to give any security interest to the extent that the obligation to do so has arisen).

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“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“Net Cash Proceeds” means:

(i) with respect to any Asset Sale, the cash proceeds of such Asset Sale, including any cash payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not the interest, component thereof) when received (except to the extent such obligations are financed or sold with recourse to the Parent or any Restricted Subsidiary) and proceeds from the conversion of other property received when converted to cash, net of:

(A) all legal, accounting, investment banking and brokerage fees, title and recording tax expenses, commissions and other fees and expenses incurred, and all Federal, state, provincial, foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of such Asset Sale;

(B) all distributions and other payments required to be made to minority interest holders in Restricted Subsidiaries as a result of such Asset Sale;

(C) all payments made on any Indebtedness which is secured by any assets subject to such Asset Sale, in accordance with the terms of any Lien upon or other security agreement of any kind with respect to such assets, or which must by its terms, in order to obtain a necessary consent to such Asset Sale or by applicable law be repaid out of the proceeds from such Asset Sale;

(D) appropriate amounts to be provided by the Parent or any Restricted Subsidiary of the Parent as a reserve against any liabilities associated with such Asset Sale, including pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as determined in conformity with GAAP; and

(E) all payments made with respect to liabilities directly associated with the assets which are the subject of the Asset Sale, including Trade Payables and other accrued liabilities; and

(ii) with respect to any issuance or sale of Capital Stock, the cash proceeds of such issuance or sale, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

“Obligations” means, with respect to any Indebtedness, all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements and other amounts payable pursuant to the documentation governing such Indebtedness.

“Offer to Purchase” means an offer to purchase notes by the Company from the Holders commenced by mailing a notice to the Trustee and each Holder stating:

(i) the covenant pursuant to which the offer is being made and that all notes validly tendered will be accepted for payment on a pro rata basis;

(ii) the purchase price and the date of purchase (which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed) (the “Payment Date”);

(iii) that any note not tendered will continue to accrue interest pursuant to its terms;

(iv) that, unless the Company defaults in the payment of the purchase price, any note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest on and after the Payment Date;

(v) that Holders electing to have a note purchased pursuant to the Offer to Purchase will be required to surrender the note, together with the form entitled “Option of the Holder to Elect Purchase” on the reverse side of the note completed, to the paying agent at the address specified in the notice prior to the close of business on the Business Day immediately preceding the Payment Date;

(vi) that Holders will be entitled to withdraw their election if the paying agent receives, not later than the close of business on the third Business Day immediately preceding the Payment Date, a telegram, facsimile transmission or letter setting forth the name of such Holder, the principal amount of notes delivered for purchase and a statement that such Holder is withdrawing his election to have such notes purchased; and

(vii) that Holders whose notes are being purchased only in part will be issued new notes equal in principal amount to the unpurchased portion of the notes surrendered; provided that each note purchased and each new note issued shall be in a principal amount of $1,000 or integral multiples thereof.

On the Payment Date, the Company shall:

(A) accept for payment on a pro rata basis notes or portions thereof tendered pursuant to an Offer to Purchase;

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(B) deposit with the paying agent money sufficient to pay the purchase price of all notes or portions thereof so accepted; and

(C) deliver, or cause to be delivered, to the Trustee all notes or portions thereof so accepted together with an officers’ certificate specifying the notes or portions thereof accepted for payment by the Company.

The paying agent shall promptly mail to the Holders of notes so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail to such Holders a new note equal in principal amount to any unpurchased portion of the note surrendered; provided that each note purchased and each new note issued shall be in a principal amount of $1,000 or integral multiples thereof. The Company will publicly announce the results of an Offer to Purchase as soon as practicable after the Payment Date. The Trustee shall act as the paying agent for an Offer to Purchase. The Company will comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable, in the event that the Company is required to repurchase notes pursuant to an Offer to Purchase.

“Parent” means Graphic Packaging International Corporation and any successor thereto.

“Permitted Holders” means any trust, the primary beneficiaries of which are descendants of Adolph Coors, Sr. or spouses of such descendants, or the trustees of any such trusts or any Affiliates of such trusts.

“Permitted Investment” means:

(i) an Investment in the Parent or a Restricted Subsidiary or a Person that will, upon the making of such Investment, become a Restricted Subsidiary or be merged or consolidated with or into, or transfer or convey all or substantially all its assets to, the Parent or a Restricted Subsidiary; provided that such person’s primary business is a Related Business on the date of such Investment;

(ii) cash and Temporary Cash Investments;

(iii) payroll, travel, moving and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and are made in the ordinary course of business;

(iv) loans or advances to employees made in the ordinary course of business of the Parent or its Restricted Subsidiaries and that do not in the aggregate exceed $3.0 million at any time outstanding;

(v) stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Parent or any Restricted Subsidiary or in satisfaction of judgments;

(vi) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was acquired pursuant to and in compliance with the “Limitation on Asset Sales” covenant;

(vii) receivables owing to the Parent or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Parent or any such Restricted Subsidiary deems reasonable under the circumstances;

(viii) an Investment in any Person to the extent such Investment replaces or refinances an Investment in such Person existing on the Closing Date in an amount not exceeding the amount of the Investment being replaced or refinanced; provided, however, that the new Investment is on terms and conditions no less favorable than the Investment being renewed or replaced;

(ix) an Investment in any Person where such Investment was acquired by the Parent or any of its Restricted Subsidiaries (A) in exchange for any other Investment or accounts receivable held by the Parent or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or (B) as a result of a foreclosure by the Parent or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(x) Hedging Obligations entered into in the ordinary course of the Parent’s or any Restricted Subsidiary’s business and not for the purpose of speculation; and

(xi) an Investment in a trust, limited liability company, special purpose entity or other similar entity in connection with a Receivables Program; provided, however, that (A) such Investment is made by a Receivables Subsidiary and (B) the only assets transferred to such trust, limited liability company, special purpose entity or other similar entity consist of Receivables and Related Assets of such Receivables Subsidiary.

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“Permitted Liens” means:

(i) Liens in favor of the Parent or a Restricted Subsidiary;

(ii) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

(iii) Liens on assets of Restricted Subsidiaries to secure Indebtedness of Restricted Subsidiaries that was permitted by the terms of the Indenture to be incurred;

(iv) Liens existing on the Closing Date;

(v) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted; provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor;

(vi) Liens encumbering customary initial deposits and margin deposits, and other Liens that are either within the general parameters customary in the industry and incurred in the ordinary course of business, in each case, securing Indebtedness under Interest Rate Agreements and Currency Agreements and forward contracts, options, future contracts, future options or similar agreements or arrangements designed solely to protect the Parent or any of its Restricted Subsidiaries from fluctuations in interest rates, currencies or the price of commodities;

(vii) Liens encumbering property or assets under construction arising from progress or partial payments by a customer of the Parent or its Restricted Subsidiaries relating to such property or assets;

(viii) Liens on property of, or on shares of stock or Indebtedness of, any Person existing at the time such Person becomes, or becomes a part of, any Restricted Subsidiary; provided that such Liens do not extend to or cover any property or assets of the Parent or any Restricted Subsidiary other than the property or assets acquired;

(ix) Liens securing reimbursement obligations with respect to letters of credit that encumber documents and other property relating to such letters of credit and the products and proceeds thereof;

(x) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(xi) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Parent or any of its Restricted Subsidiaries in the ordinary course of business in accordance with the past practices of the Parent and its Restricted Subsidiaries prior to the Closing Date;

(xii) Liens securing (A) Bank Indebtedness, (B) Hedging Obligations payable to a lender (or an Affiliate of such lender) under the Credit Agreement or to a Person that was a lender or an Affiliate thereof at the time the relevant Currency Agreement or Interest Rate Agreement was entered into to the extent such Obligations are secured by Liens on assets also securing such Bank Indebtedness and (C) all other Obligations under and in respect of the Credit Agreement;

(xiii) Liens securing Indebtedness which is Incurred to refinance Secured Indebtedness which is permitted to be Incurred under clause (v) of paragraph (b) of the “Limitation on Indebtedness” covenant; provided that such Liens do not extend to or cover any property or assets of the Parent or any Restricted Subsidiary other than the property or assets securing the Indebtedness being refinanced;

(xiv) Liens (including extensions and renewals thereof) upon real or personal property acquired after the Closing Date; provided that (A) such Lien is created solely for the purpose of securing Indebtedness Incurred, in accordance with the “Limitation on Indebtedness” covenant, (1) to finance the cost (including the cost of improvement or construction) of the item of property or assets subject thereto and such Lien is created prior to, at the time of or within six months after the later of the acquisition, the completion of construction or the commencement of full operation of such property or (2) to refinance any Indebtedness previously so secured, (B) the principal amount of the Indebtedness secured by such Lien does not exceed 100% of such cost and (C) any such Lien shall not extend to or cover any property or assets other than such item of property or assets and any improvements on such item;

(xv) any interest or title of a lessor in the property subject to any Capitalized Lease Obligation or operating lease;

(xvi) Liens arising from filing Uniform Commercial Code financing statements regarding leases; and

(xvii) Liens on Receivables and Related Assets to reflect sales of receivables pursuant to a Receivables Program.

“Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a government or political organization.

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“Receivables and Related Assets” means accounts receivable, instruments, chattel paper, obligations, general intangibles and other similar assets, including interests in merchandise or goods, the sale or lease of which give rise to the foregoing, related contractual rights, guarantees, insurance proceeds, collections, other related assets and proceeds of all the foregoing.

“Receivables Program” means, with respect to any Person, any accounts receivable securitization program pursuant to which such Person pledges, sells or otherwise transfers or encumbers its accounts receivable, including a trust, limited liability company, special purpose entity or other similar entity.

“Receivables Subsidiary” means a Wholly Owned Subsidiary (i) created for the purpose of financing receivables created in the ordinary course of business of the Parent and its Subsidiaries and (ii) the sole assets of which consist of Receivables and Related Assets of the Parent and its Subsidiaries and related Permitted Investments.

“Redeemable Stock” means any class or series of Capital Stock of any Person that by its terms or otherwise:

(i) matures or is mandatorily redeemable (other than redeemable only for Capital Stock of such Person that is not itself Redeemable Stock) pursuant to a sinking fund or otherwise;

(ii) is convertible or exchangeable at the option of the holder for Indebtedness or Redeemable Stock; or

(iii) is mandatorily redeemable or must be purchased upon the occurrence of certain events or otherwise, in whole or in part;

in each case prior to the Stated Maturity of the notes; provided, however, that if such Capital Stock is issued to any employee, consultant or director or to any plan for the benefit of employees, directors and/or consultants of the Parent or its Subsidiaries or by any such plan to such employees, directors and/or consultants, such Capital Stock shall not constitute Redeemable Stock solely because it may be required to be repurchased by the Parent in order to satisfy obligations as a result of such employee’s, director’s or consultant’s death or disability; and provided further, however, that any Capital Stock that would not constitute Redeemable Stock but for provisions thereof giving holders thereof the right to require such Person to repurchase or redeem such Capital Stock upon the occurrence of an “asset sale” or “change of control” occurring prior to the Stated Maturity of the notes shall not constitute Redeemable Stock if the “asset sale” or “change of control” provisions applicable to such Capital Stock are no more favorable to the holders of such Capital Stock than the provisions applicable to the notes contained in the “Limitation on Asset Sales” and “Repurchase at the Option of Holders” covenants and such Capital Stock specifically provides that such Person will not be required to repurchase or redeem any such stock pursuant to such provision prior to the repurchase of notes required to be repurchased pursuant to the “Limitation on Asset Sales” and “Repurchase of Notes at the Option of Holders” covenants.

The amount of any Redeemable Stock that does not have a fixed redemption, repayment or repurchase price will be calculated in accordance with the terms of such Redeemable Stock as if such Redeemable Stock were redeemed, repaid or repurchased on any date on which the amount of such Redeemable Stock is to be determined pursuant to the Indenture; provided, however, that if such Redeemable Stock could not be required to be redeemed, repaid or repurchased at the time of such determination, the redemption, repayment or repurchase price will be the book value of such Redeemable Stock as reflected in the most recent financial statements of such Person.

“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings.

“Refinancing Indebtedness” means Indebtedness that Refinances any Indebtedness of the Parent or any Restricted Subsidiary existing on the Closing Date or Incurred in compliance with the Indenture, including Indebtedness that Refinances Refinancing Indebtedness; provided, however, that:

(i) such Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being Refinanced;

(ii) such Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the Average Life of the Indebtedness being Refinanced; and

(iii) such Refinancing Indebtedness has an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding or committed (plus fees and expenses, including any premium and defeasance costs) under the Indebtedness being Refinanced;

provided further, however, that Refinancing Indebtedness shall not include Indebtedness of (A) a Restricted Subsidiary (other than the Company) that Refinances Indebtedness of the Company or the Parent or (B) the Parent or a Restricted Subsidiary that Refinances Indebtedness of an Unrestricted Subsidiary.

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“Refinancing Transactions” means the issuance of the old notes and the refinancing and replacement of our old senior credit facility with a new senior credit facility, with Morgan Stanley Senior Funding, Inc. and Credit Suisse First Boston as the co-lead arrangers, and the application of the proceeds therefrom as described in this prospectus.

“Related Business” means any business in which the Parent or any of its Restricted Subsidiaries was engaged on the Closing Date and any business reasonably related, ancillary or complementary to the business of the Parent or any of its Restricted Subsidiaries on the Closing Date.

“Representative” means any trustee, agent or representative, if any, of an issue of Senior Indebtedness.

“Restricted Subsidiary” means any Subsidiary of the Parent (including the Company) other than an Unrestricted Subsidiary.

“Sale/Leaseback Transaction” means an agreement relating to property now owned or hereafter acquired whereby the Parent or a Restricted Subsidiary transfers such property to a Person and the Parent or a Restricted Subsidiary leases it back from such Person.

“SEC” means the Securities and Exchange Commission.

“Secured Indebtedness” means, with respect to a Person, any Indebtedness of such Person that is secured by a Lien.

“Securities Act” means the Securities Act of 1933, as amended.

“Senior Indebtedness” means, with respect to a Person:

(i) Indebtedness of such Person, whether outstanding on the Closing Date or thereafter Incurred; and

(ii) accrued and unpaid interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization or any similar proceeding relating to such Person whether or not post-filing interest is allowed in such proceeding), premiums, fees, charges, expenses, reimbursement obligations, guarantees and all other amounts payable in respect of (A) Indebtedness of such Person for money borrowed (including Bank Indebtedness), (B) Indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable and (C) all Hedging Obligations payable to a Person that was a lender under the Credit Agreement (or an Affiliate of such lender) at the time such Currency Agreement or Interest Rate Agreement pursuant to which such Obligations are payable was entered into,

unless, in the case of clauses (i) and (ii) in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such obligations are subordinate or pari passu in right of payment to the notes; provided, however, that Senior Indebtedness shall not include:

(A) any obligation of such Person to any Subsidiary;

(B) any liability for Federal, state, local or other taxes owed or owing by such Person;

(C) any accounts payable or other liability to trade creditors arising in the ordinary course of business (including guarantees thereof or instruments evidencing such liabilities);

(D) any Indebtedness of a Person (and any accrued and unpaid interest in respect thereof) which is subordinate or junior in any respect to any other Indebtedness or other obligation of such Person; or

(E) that portion of any Indebtedness which at the time of Incurrence is Incurred in violation of the Indenture, unless the Indebtedness is Bank Indebtedness and was extended by the lenders in reliance on a certificate executed and delivered by the president, chief executive officer or chief financial or accounting officer of the Company or the applicable Guarantor, in which certificate, such officer certified that the Incurrence of such Indebtedness was permitted under the “Limitation on Indebtedness” covenant.

“Senior Subordinated Indebtedness” means, with respect to a Person, the notes (in the case of the Company), a Guarantee (in the case of a Guarantor) and any other Indebtedness of such Person that specifically provides that such Indebtedness is to rank pari passu with the notes or such Guarantee, as the case may be, in right of payment and is not subordinated by its terms in right of payment to any Indebtedness or other obligation of such Person that is not Senior Indebtedness of such Person.

“Series B Convertible Preferred Stock” means the 10% Series B Convertible Preferred Stock of the Parent issued at a stated value of $100.0 million which has such terms as are contained in the certificate of incorporation with respect to such preferred stock on the Closing Date.

“Significant Subsidiary” means, at any date of determination, any Restricted Subsidiary that would be a “Significant Subsidiary” of the Parent within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

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“S&P” means Standard & Poor’s Ratings Service, a division of The McGraw Hill Companies, and its successors.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the final installment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such securities at the option of the Holder thereof upon the happening of any contingency unless such contingency has occurred).

“Subordinated Obligation” means, with respect to a Person, any Indebtedness of such Person (whether outstanding on the Closing Date or thereafter Incurred) which is subordinate or junior in right of payment to, in the case of the Company, the notes or, in the case of a Guarantor, its Guarantee, pursuant to a written agreement to that effect.

“Subsidiary” means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the voting power of the outstanding Voting Stock is owned, directly or indirectly, by such Person and one or more other Subsidiaries of such Person. Unless otherwise specified herein, each reference to a Subsidiary will refer to a Subsidiary of the Parent.

“Subsidiary Guarantor” means each domestic Subsidiary of the Parent (other than the Company) in existence on the Closing Date and any domestic Restricted Subsidiary created or acquired by the Parent after the Closing Date.

“Subsidiary Guarantee” means a Guarantee by a Subsidiary Guarantor of the Company’s obligations with respect to the notes.

“Temporary Cash Investment” means any of the following:

(i) direct obligations of the United States of America or any agency thereof or obligations fully and unconditionally guaranteed by the United States of America or any agency thereof;

(ii) time deposit accounts, bankers’ acceptances, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company which is organized under the laws of the United States of America, any state thereof or any foreign country recognized by the United States, and which bank or trust company has capital, surplus and undivided profits aggregating in excess of $50.0 million (or the foreign currency equivalent thereof) and has outstanding debt which is rated “A” (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) or any money-market fund sponsored by a registered broker dealer or mutual fund distributor;

(iii) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (i) above entered into with a bank meeting the qualifications described in clause (ii) above;

(iv) commercial paper, maturing not more than 90 days after the date of acquisition, issued by a corporation (other than an Affiliate of the Parent) organized and in existence under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is made of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to S&P; and

(v) securities with maturities of six months or less from the date of acquisition issued or fully and unconditionally guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least “A” by S&P or Moody’s.

“Trade Payables” means, with respect to any Person, any accounts payable or any other indebtedness or monetary obligation to trade creditors created, assumed or guaranteed by such Person or any of its Subsidiaries arising in the ordinary course of business in connection with the acquisition of goods or services.

“Transaction Date” means, with respect to the Incurrence of any Indebtedness by the Parent or any of its Restricted Subsidiaries, the date such Indebtedness is to be Incurred and, with respect to any Restricted Payment, the date such Restricted Payment is to be made.

“Treasury Rate” means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two Business Days prior to the redemption date of the notes (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to February 15, 2007; provided, however, that if the period from the redemption date to February 15, 2007 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the redemption date to February 15, 2007, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

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“U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s option.

“Unrestricted Subsidiary” means:

(i) Golden Properties Limited and Kalamazoo Valley Partnership and their respective successors; provided in the case of any such successor that the property and assets of such successor at the time it becomes an Unrestricted Subsidiary do not include any property or assets of the Parent or any of its Restricted Subsidiaries;

(ii) any Subsidiary of the Parent that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors in the manner provided below; and

(iii) any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors may designate any Restricted Subsidiary (other than the Company, but including any newly acquired or newly formed Subsidiary of the Parent) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock or Indebtedness of, or owns or holds any Lien on any property of, the Parent or any Subsidiary that is not a Subsidiary of the Subsidiary to be so designated; provided that:

(A) any guarantee by the Parent or any Restricted Subsidiary of any Indebtedness of the Subsidiary being so designated shall be deemed an “Incurrence” of such Indebtedness by the Parent or such Restricted Subsidiary (or both, if applicable) at the time of such designation;

(B) either (1) the Subsidiary to be so designated has total assets of $1,000 or less or (2) if such Subsidiary has assets greater than $1,000, such designation would be permitted under the “Limitation on Restricted Payments” covenant; and

(C) if applicable, the Incurrence of Indebtedness referred to in clause (A) of this proviso would be permitted under the “Limitation on Indebtedness” covenant.

The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that immediately after giving effect to such designation

(x) the Parent could Incur $1.00 of additional Indebtedness under paragraph (a) of the “Limitation on Indebtedness” covenant and

(y) no Default or Event of Default shall have occurred and be continuing.

Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an officers’ certificate certifying that such designation complied with the foregoing provisions.

“Voting Stock” means, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

“Wholly Owned” means, with respect to any Subsidiary of any Person, the ownership of all of the outstanding Capital Stock of such Subsidiary (other than any director’s qualifying shares or Investments by foreign nationals mandated by applicable law) by such Person or one or more Wholly Owned Subsidiaries of such Person.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following discussion summarizes certain U.S. federal income tax consequences expected to result from the exchange offer and the ownership and disposition of the new notes by U.S. holders and non-U.S. holders (as defined below).

The discussion is based on current provisions of the Internal Revenue Code of 1986, as amended (the “Code”) current, temporary and proposed Treasury regulations promulgated under the Code, and current administrative and judicial interpretations of the Code, all of which could change. Any changes could be applied retroactively and could affect the tax consequences to an investor of the exchange offer and the ownership and disposition of the new notes. There can be no assurance that the Internal Revenue Service, referred to as the “IRS,” will not challenge one or more of the tax results described herein, and we have not obtained, nor do we intend to obtain, a ruling from the IRS with respect to the U.S. federal income tax consequences described below.

This discussion is not a substitute for professional tax advice that takes into account the specific facts and circumstances that may be relevant to a particular investor’s tax position. We have not addressed foreign, state or local tax consequences. The discussion does not apply to investors that may be subject to special U.S. federal income tax rules, such as insurance companies,

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financial institutions, broker-dealers, tax-exempt organizations, investors who hold the notes as part of a straddle or a hedging or conversion transaction for United States federal income tax purposes, or investors that have a functional currency other than the United States dollar. In addition, we have limited this discussion to persons who hold the notes as “capital assets” (generally property held for investment) within the meaning of section 1221 of the Code.

This summary applies only to U.S. holders and non-U.S. holders that receive the new notes in the exchange offer in exchange for old notes that were purchased for cash on original issue for their issue price of 100% of their face amount. Investors are urged to consult their tax advisors regarding the United States federal, state, local and foreign income and other tax considerations of the exchange offer and the ownership and disposition of the new notes.

For purposes of this summary, a U.S. holder is a beneficial owner of a new note that is any one of the following:

• an individual who is a citizen or resident of the United States;

• a corporation, partnership or other entity created or organized under the laws of the United States or any state or political subdivision thereof;

• an estate that is subject to United States federal income taxation without regard to the source of its income; or

• a trust (1) whose administration is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust or (2) that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

A non-U.S. holder is a beneficial owner of a new note that is not a U.S. holder.

If a partnership holds the new notes, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. A partner in a partnership holding the new notes is urged to consult its own tax advisor.

Exchange Offer

The exchange of an old note for a new note in the exchange offer described in “The Exchange Offer” will not constitute a taxable exchange of the old note. Consequently, no gain or loss will be recognized by a holder upon receipt of a new note, the holding period of the new note will include the holding period of the old note and the basis of the new note will be the same as the basis of the old note immediately before the exchange. The old note and the new note will be treated as the same security for federal income tax purposes.

U.S. Holders

Payment of Interest

Interest on a new note will generally be taxable to a U.S. holder as ordinary income at the time it is paid or accrued in accordance with the U.S. holder’s method of accounting for tax purposes.

Amortizable Bond Premium

A U.S. holder that purchases a note for an amount in excess of the stated redemption price at maturity will be considered to have purchased the note with “amortizable bond premium.” Such holder may elect to amortize such premium (as an offset to interest income), using a constant-yield method, over the remaining term of the note. Such election, once made, generally applies to all debt instruments held or subsequently acquired by the U.S. holder on or after the first day of the first taxable year to which the election applies and may be revoked only with the consent of the IRS. A U.S. holder that elects to amortize such premium must reduce its tax basis in the note by the amount of the premium amortized during its holding period. With respect to a U.S. holder that does not elect to amortize bond premium, the amount of such premium will be included in the U.S. holder’s tax basis for purposes of computing gain or loss in connection with taxable disposition of the note.

Market Discount on Resale of the Notes

        If a U.S. holder acquires a note (generally other than in an original issue) at a market discount that exceeds a statutorily defined de minimis amount and thereafter recognizes gain upon a disposition, or makes a gift, of the note, the lesser of (1) such gain, or appreciation, in the case of a gift or (2) the portion of the market discount that accrued while the note was held by such U.S. holder will be treated as ordinary income at the time of the disposition. For these purposes, market discount equals the excess of the stated redemption price at maturity (or, if the note is issued with original issue discount, its “revised issued price” as defined in the Code) over the basis of the note in the hands of such U.S. holder immediately after its acquisition. A U.S. holder of a note may elect to include any market discount in income currently as it accrues, either ratably or on a constant yield basis, rather than upon disposition of the note. This election is revocable only with the consent of the IRS and applies to all market discount bonds acquired by the U.S. holder on or after the first day of the taxable year in which the holder makes the election. A U.S. holder of a note who acquired it at a market discount may be required to defer the deduction of all or a portion of the interest

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expense on any indebtedness incurred or continued to purchase or carry the note until the market discount is realized. Such a deferral is not required, however, if the U.S. holder elects to include accrued market discount in income currently.

Disposition

Upon the sale, exchange, redemption or other disposition of a new note, a U.S. holder will recognize gain or loss equal to the difference between the amount realized upon the sale, exchange, redemption or other disposition (less an amount equal to any accrued interest not previously included in income, which will be taxable as interest income) and the adjusted tax basis of the note. A U.S. holder’s tax basis in a new note will, in general, be the U.S. holder’s original purchase price for the old note in exchange for which the U.S. holder received the new note. Such gain or loss recognized will be capital gain or loss. Capital gains of individuals derived in respect of capital assets held for more than one year are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitation.

Information Reporting and Backup Withholding

In general, information reporting requirements will apply to certain payments of principal and interest on new notes and to certain proceeds upon the sale of a new note made to U.S. holders other than exempt residents, such as corporations. Backup withholding will apply to such payments, at a rate of 30% for payments made in 2002 or 2003, if the U.S. holder fails to provide a taxpayer identification number or otherwise fails to comply with applicable information reporting or certification requirements.

Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against such holder’s United States federal income tax liability provided the required information is furnished to the IRS.

Non-U.S. holders

Payment of Interest

Except as described below, any interest we pay to non-U.S. holders will not be subject to United States federal income or withholding tax provided that:

• the non-U.S. holder does not actually or constructively own 10% or more of the total combined voting power of all classes of our voting stock within the meaning of the Code and applicable U.S. Treasury regulations;

• the non-U.S. holder is not a controlled foreign corporation that is related to us through stock ownership; and

• the requirements of section 871(h) or 881(c) of the Code are satisfied as described below under the heading “Owner Statement Requirement.”

If a non-U.S. holder cannot satisfy the requirements described below under “Owner Statement Requirement,” payments of interest will be subject to the 30% U.S. federal withholding tax, unless the non-U.S. holder provides us with a properly executed (1) IRS Form W-8BEN, or successor form, claiming an exemption from, or reduction in, withholding under the benefit of an applicable tax treaty, or (2) IRS Form W-8ECI, or successor form, stating that interest paid on a note is not subject to withholding tax because it is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States.

A non-U.S. holder that is engaged in the conduct of a United States trade or business will be subject to United States federal income tax on interest that is effectively connected with the conduct of such trade or business on a net income basis in the same manner as if such holder were a United States person.

In addition, if the non-U.S. holder is a corporation, the corporation will be subject to a United States branch profits tax equal to 30% of its “effectively connected earnings and profits” as adjusted for the taxable year, subject to any lower rate or exemption provided by an applicable income tax treaty.

Disposition

A non-U.S. holder will generally not be subject to United States federal income tax on gain recognized on sale, exchange, redemption, or other disposition of a new note unless:

• the gain is effectively connected with the conduct of a trade or business within the United States by the non-U.S. holder; or

• the non-U.S. holder is present in the United States for 183 or more days during the taxable year and certain other requirements are met.

Any such gain that is effectively connected with the conduct of a United States trade or business by a non-U.S. holder will be subject to United States federal income tax on a net income basis in the same manner as if such holder were a United States person

and, if such non-U.S. holder is a corporation, such gain will also be subject to the 30% United States branch profits tax described above, subject to any lower rate or exemption provided by an applicable income tax treaty.

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Federal Estate Taxes

A new note held by an individual who at the time of death is not a citizen or resident of the United States will not be subject to United States federal estate tax as a result of such individual’s death, provided that:

• the individual does not actually or constructively own 10% or more of the total combined voting power of all classes of our voting stock within the meaning of the Code and applicable U.S. Treasury regulations; and

• the interest accrued on the new note was not effectively connected with a United States trade or business of the individual at the individual’s death.

Owner Statement Requirement

Sections 871(h) and 881(c) of the Code require that either the beneficial owner of a new note or a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business and that holds a new note on behalf of such non-U.S. holder file a statement with us or our agent to the effect that the non-U.S. holder is not a United States person in order to avoid withholding of United States federal income tax. Under current U.S. Treasury regulations, this requirement will be satisfied if we or our agent receives:

• IRS Form W-8BEN, or successor form, which includes a statement from the non-U.S. holder certifying under penalty of perjury that such holder is not a United States person and that provides such holder’s name and address; or

• a statement from the financial institution holding the new note on behalf of the non-U.S. holder which satisfies applicable certification requirements.

The non-U.S. holder must inform us or our agent, as applicable, or the financial institution, as applicable, within 30 days of any change in information on the holder’s statement.

Information Reporting and Backup Withholding

Payments made on a new note will generally not be subject to information reporting or backup withholding, at a rate of 30% for payments made in 2002 or 2003, provided that we do not have actual knowledge that the holder is a United States person and the holder furnishes to the paying agent or broker the statement described above under “Owner Statement Requirement” or otherwise establishes an exemption. In addition, proceeds from the sale of a new note made within the United States or conducted through certain United States related financial intermediaries will generally not be subject to information reporting or backup withholding, provided that the payor does not have actual knowledge that the holder is a United States person and the payor receives the statement described above under “Owner Statement Requirement” or the holder otherwise establishes an exemption. Any withheld amounts will generally be allowed as a refund or a credit against a holder’s U.S. federal income tax, provided the required information is timely filed with the IRS.

The United States federal income tax discussion set forth above is included for general information only and may not be applicable depending upon a holder’s particular situation. Holders of the notes should consult tax advisors with respect to the tax consequences to them of the exchange offer and the ownership and disposition of the new notes, including the tax consequences under state, local, foreign and other tax laws and the possible effects of changes in United States federal or other tax laws.

PLAN OF DISTRIBUTION

Based on interpretations of the SEC set forth in no-action letters issued to third parties, we believe that new notes issued under the exchange offer in exchange for old notes may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

• you are not an “affiliate” of ours within the meaning of Rule 405 under the Securities Act;

• you are acquiring new notes in the ordinary course of your business; and

• you do not intend to participate in the distribution of the new notes.

If you tender old notes in the exchange offer with the intention of participating in any manner in a distribution of the new notes:

• you cannot rely on those interpretations of the SEC; and

• you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the secondary resale transaction, and the secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Securities Act.

64

Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where the old notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days following the consummation of this exchange offer or such shorter period during which participating broker-dealers are required by law to deliver a prospectus, we will make this prospectus, as amended or supplemented, available to any broker-dealer and other persons, if any, with similar prospectus delivery requirements for use in connection with any resale of new notes. In addition, until 90 days after the date of this prospectus, all dealers effecting transactions in the new notes may be required to deliver a prospectus.

We will not receive any proceeds from any sales of the new notes by broker-dealers. New notes received by broker-dealers for their own account pursuant to the exchange offer may be sold form time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of methods of resale, at market prices prevailing at the time of resale, at prices related to those prevailing market prices or at negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the broker-dealer and/or the purchasers of the new notes. Any broker-dealer that resells the new notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of the new notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any resale of new notes and any commissions or concessions received by any of those persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days following the consummation of this exchange offer or such shorter period during which participating broker-dealers are required by law to deliver a prospectus, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer and other persons, if any, with similar prospectus delivery requirements, that requests such documents in the letter of transmittal. We have agreed to pay the expenses incident to the exchange offer (including the expenses of one counsel for the Holders of the securities) other than commissions or concessions of any brokers or dealers, and will indemnify the holders of the notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

The validity of the securities offered hereby will be passed upon for us by Jill B.W. Sisson, Esq., our General Counsel.

65

EXPERTS

The financial statements of Graphic Packaging International Corporation and its subsidiaries at December 31, 2001 and 2000, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

GPIC files annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document GPIC files at the Public Reference Room of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549.

Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. GPIC’s SEC filings are also available to the public from the SEC’s website at http://www.sec.gov. Reports and other information concerning GPIC can also be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. GPIC’s common stock is listed and traded on the New York Stock Exchange under the trading symbol “GPK”.

GPC has agreed that if neither it nor GPIC is subject to the informational requirements of Sections 13 or 15(d) of the Exchange Act at any time while the notes constitute “restricted securities” within the meaning of the Securities Act, it will furnish to holders and beneficial owners of the notes and to prospective purchasers designated by such holders the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to permit compliance with Rule 144A in connection with resales of the notes.

66

INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL INFORMATION

	Page
Report of Independent Accountants	F-2
Consolidated Income Statement for the years ended December 31, 2001, 2000 and 1999	F-3
Consolidated Statement of Comprehensive Income for the years ended December 31, 2001, 2000 and 1999	F-5
Consolidated Balance Sheet at December 31, 2001 and 2000	F-6
Consolidated Statement of Cash Flows for the years ended December 31, 2001, 2000 and 1999	F-7
Consolidated Statement of Shareholders’ Equity for the years ended December 31, 2001, 2000 and 1999	F-8
Notes to Consolidated Financial Statements	F-9
Schedule II—Valuation and Qualifying Accounts for the years ended December 31, 2001, 2000 and 1999	F-42

F-1

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of Graphic Packaging International Corporation:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Graphic Packaging International Corporation and its subsidiaries at December 31, 2001 and 2000, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and the financial statement schedule are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements and the financial statement schedule based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Denver, Colorado

February 12, 2002

Except as to Note 6, which is as of February 28, 2002, and

except as to Note 19, which is as of April 8, 2002

F-2

GRAPHIC PACKAGING INTERNATIONAL CORPORATION

CONSOLIDATED INCOME STATEMENT

(in thousands, except per share data)

	Year Ended December 31,
	2001			2000			1999
Sales to unrelated parties	$	989,716		$	990,390		$	742,510
Sales to Coors Brewing Company		122,819			112,200			107,645
Total net sales		1,112,535			1,102,590			850,155
Cost of goods sold		960,258			963,979			721,350
Gross profit		152,277			138,611			128,805
Selling, general and administrative expense		62,874			61,134			73,357
Goodwill amortization		20,649			20,634			13,276
Asset impairment and restructuring charges		8,900			5,620			7,813
Operating income		59,854			51,223			34,359
Gain from sale of businesses and other assets		3,650			19,172			30,236
Interest expense		(52,811	)		(82,071	)		(34,240	)
Income (loss) from continuing operations before income taxes and extraordinary item		10,693			(11,676	)		30,355
Income tax (expense) benefit		(4,257	)		4,678			(11,945	)
Income (loss) from continuing operations before extraordinary item		6,436			(6,998	)		18,410
Discontinued operations, net of tax
Income from discontinued operations of CoorsTek		—			—			15,637
Loss on disposal of Golden Aluminum		—			—			6,456
		—			—			9,181
Income (loss) before extraordinary item		6,436			(6,998	)		27,591
Extraordinary loss on early extinguishment of debt, net of tax of $1,312		—			—			2,332
Net income (loss)		6,436			(6,998	)		25,259
Preferred stock dividends declared		(10,000	)		(3,806	)		—
Net income (loss) attributable to common shareholders	$	(3,564	)	$	(10,804	)	$	25,259

(Continued)

See Notes to Consolidated Financial Statements.

F-3

GRAPHIC PACKAGING INTERNATIONAL CORPORATION

CONSOLIDATED INCOME STATEMENT

(in thousands, except per share data)

	Year Ended December 31,
	2001			2000			1999
Net income (loss) attributable to common shareholders per basic share of common stock:
Continuing operations	($	0.11	)	($	0.37	)	$	0.65
Discontinued operations		—			—			0.32
Extraordinary loss		—			—			(0.08	)
Net income (loss) attributable to common shareholders per basic share	($	0.11	)	($	0.37	)	$	0.89
Weighted average shares outstanding—basic		31,620			29,337			28,475
Net income (loss) attributable to common shareholders per diluted share of common stock:
Continuing operations	($	0.11	)	($	0.37	)	$	0.64
Discontinued operations		—			—			0.32
Extraordinary loss		—			—			(0.08	)
Net income (loss) attributable to common shareholders per diluted share	($	0.11	)	($	0.37	)	$	0.88
Weighted average shares outstanding—diluted		31,620			29,337			28,767

See Notes to Consolidated Financial Statements.

F-4

GRAPHIC PACKAGING INTERNATIONAL CORPORATION

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(in thousands)

	Year Ended December 31,
	2001			2000			1999
Net income (loss)	$	6,436		$	(6,998	)	$	25,259
Other comprehensive income:
Foreign currency translation adjustments:
Adjustments arising during the period		(905	)		(355	)		1,686
Reclassifications for amounts already included in net income		—			—			3,362
Interest rate swap agreements:
Cumulative effect of change in accounting principle, net of tax of $2,012		(3,217	)		—			—
Recognition of hedge results to interest expense during the period, net of tax of $1,861		2,973			—			—
Change in fair value of cash flow hedges during the period, net of tax of $2,753		(4,397	)		—			—
Change in minimum pension liability, net of tax of $9,103 in 2001, $178 in 2000, and ($354) in 1999		(13,832	)		(267	)		531
Other comprehensive income (loss)		(19,378	)		(622	)		5,579
Comprehensive income (loss)	$	(12,942	)	$	(7,620	)	$	30,838

See Notes to Consolidated Financial Statements.

F-5

GRAPHIC PACKAGING INTERNATIONAL CORPORATION

CONSOLIDATED BALANCE SHEET

(in thousands, except share data)

	At December 31,
	2001			2000
ASSETS
Current assets
Cash and cash equivalents	$	6,766		$	4,012
Accounts receivable, less allowance for doubtful accounts of $1,769 in 2001 and $2,970 in 2000		57,679			73,871
Accounts receivable from Coors Brewing Company		1,795			1,316
Inventories		92,408			105,228
Deferred income taxes		17,378			14,305
Other assets		15,778			14,656
Total current assets		191,804			213,388
Properties, net		443,712			480,395
Goodwill, net		559,696			580,299
Other assets		34,123			58,436
Total assets	$	1,229,335		$	1,332,518
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Current maturities of long-term debt	$	37,373		$	58,642
Accounts payable		59,002			38,902
Income taxes payable		9,533			9,566
Accrued compensation		20,431			11,624
Other accrued expenses and liabilities		43,062			58,014
Total current liabilities		169,401			176,748
Long-term debt		488,386			582,030
Other long-term liabilities		69,544			54,233
Total liabilities		727,331			813,011
Minority interest		4,356			4,356
Commitments and contingencies (Note 16)		—			—
Shareholders’ equity
Preferred stock, 20,000,000 shares authorized:
Series A, $0.01 par value, no shares issued or outstanding		—			—
Series B, $0.01 par value, 1,000,000 shares issued and outstanding at stated value and liquidation preference of $100 per share		100,000			100,000
Common stock, $0.01 par value 100,000,000 shares authorized; 32,188,941 and 30,544,449 issued and outstanding at December 31, 2001 and 2000		322			305
Paid-in capital		417,749			422,327
Retained deficit		(562	)		(6,998	)
Accumulated other comprehensive loss		(19,861	)		(483	)
Total shareholders’ equity		497,648			515,151
Total liabilities and shareholders’ equity	$	1,229,335		$	1,332,518

See Notes to Consolidated Financial Statements.

F-6

GRAPHIC PACKAGING INTERNATIONAL CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)

	Year Ended December 31,
	2001			2000			1999
Cash flows from operating activities:
Net income (loss)	$	6,436		$	(6,998	)	$	25,259
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Asset impairment and restructuring charges		8,900			5,620			7,813
Gain from sale of businesses and other assets		(3,650	)		(19,172	)		(30,236	)
Loss on disposal of Golden Aluminum		—			—			10,000
Depreciation		58,757			62,460			63,602
Amortization of goodwill		20,649			20,634			15,393
Amortization of debt issuance costs		7,795			8,865			2,448
Change in net deferred income taxes		(3,590	)		11,676			(908	)
Change in current assets and current liabilities, net of effects from acquisitions
Accounts receivable		15,713			(3,271	)		3,757
Inventories		12,820			23,137			5,664
Other assets		(1,122	)		(3,592	)		(6,866	)
Accounts payable		20,100			(4,935	)		29,237
Accrued expenses and other liabilities		(6,178	)		(31,954	)		20,392
Change in deferred items and other		15,069			409			(7,533	)
Net cash provided by operating activities		151,699			62,879			138,022
Cash flows from investing activities:
Additions to properties		(31,884	)		(30,931	)		(91,455	)
Proceeds from sale of assets		8,950			43,580			170,526
Collection of note receivable		—			200,000			—
Acquisitions, net of cash acquired		—			—			(905,069	)
Other		—			—			13,812
Net cash provided by (used in) investing activities		(22,934	)		212,649			(812,186	)
Cash flows from financing activities:
Proceeds from borrowings		206,750			52,015			1,643,116
Repayment of debt		(320,965	)		(431,996	)		(960,084	)
Debt issuance costs		—			(6,312	)		(29,716	)
Proceeds from issuance of preferred stock, net of stock issuance costs		—			98,558			—
Preferred stock dividends paid		(12,083	)		(1,306	)		—
Common stock issuance and other		287			1,656			10,521
Net cash provided by (used in) financing activities		(126,011	)		(287,385	)		663,837
Cash and cash equivalents:
Net increase (decrease) in cash and cash equivalents		2,754			(11,857	)		(10,327	)
Balance at beginning of year		4,012			15,869			26,196
Balance at end of year	$	6,766		$	4,012		$	15,869

Cash flows from discontinued operations of CoorsTek for 1999 have been included in the Consolidated Statement of Cash Flows.

See Notes to Consolidated Financial Statements.

F-7

GRAPHIC PACKAGING INTERNATIONAL CORPORATION

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

(in thousands)

	Preferred Stock		Common Stock		Paid-in Capital			Retained Earnings (Deficit)			Accumulated Other Comprehensive Income (Loss)			Total
Balance at December 31, 1998	$	—	$	284	$	451,401		$	1,710		$	(5,440	)	$	447,955
Issuance of common stock		—		2		3,816			—			—			3,818
Net income		—		—		—			25,259			—			25,259
CoorsTek dividend		—		—		(32,332	)		(26,969	)		—			(59,301	)
Change in minimum pension liability, net of tax		—		—		—			—			531			531
Cumulative translation adjustment		—		—		—			—			5,048			5,048
Balance at December 31, 1999		—		286		422,885			—			139			423,310
Issuance of common stock		—		19		4,690			—			—			4,709
Issuance of preferred stock, net of issuance costs		100,000		—		(1,442	)		—			—			98,558
Net loss		—		—		—			(6,998	)		—			(6,998	)
Preferred stock dividends declared		—		—		(3,806	)		—			—			(3,806	)
Change in minimum pension liability, net of tax		—		—		—			—			(267	)		(267	)
Cumulative translation adjustment		—		—		—			—			(355	)		(355	)
Balance at December 31, 2000		100,000		305		422,327			(6,998	)		(483	)		515,151
Issuance of common stock		—		17		5,422			—			—			5,439
Net income		—		—		—			6,436			—			6,436
Preferred stock dividends declared		—		—		(10,000	)		—			—			(10,000	)
Change in minimum pension liability, net of tax		—		—		—			—			(13,832	)		(13,832	)
Cumulative effect of a change in accounting principle, net of tax		—		—		—			—			(3,217	)		(3,217	)
Recognition of hedge results to interest expense during the period, net of tax		—		—		—			—			2,973			2,973
Change in fair value of cash flow hedges during the period, net of tax		—		—		—			—			(4,397	)		(4,397	)
Cumulative translation adjustment		—		—		—			—			(905	)		(905	)
Balance at December 31, 2001	$	100,000	$	322	$	417,749		$	(562	)	$	(19,861	)	$	497,648

See Notes to Consolidated Financial Statements.

F-8

GRAPHIC PACKAGING INTERNATIONAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1.    Summary of Significant Accounting Policies

Nature of Operations:    Graphic Packaging International Corporation (the “Company” or “GPIC”) is a manufacturer of packaging products used by consumer product companies as primary packaging for their end-use products. The Company’s strategy is to maximize its competitive position and growth opportunities in its core business, folding cartons. Toward this end, over the past several years the Company has acquired two significant folding carton businesses and has disposed of several noncore businesses and under-performing assets.

CoorsTek, Inc. (formerly known as Coors Ceramics Company) develops, manufactures and sells advanced technical products across a wide range of product lines for a variety of applications. On December 31, 1999, the Company distributed 100% of CoorsTek’s shares of common stock to the GPIC shareholders in a tax-free transaction. Shareholders received one share of CoorsTek stock for every four shares of GPIC common stock held. The results of operations for CoorsTek have been presented as a discontinued operation in the accompanying 1999 consolidated financial statements. CoorsTek issued a promissory note to GPIC on December 31, 1999 totaling $200.0 million in satisfaction of outstanding intercompany obligations at the time of the spin-off and as a one-time, special dividend. The note was paid in full on January 4, 2000. No gain or loss was recognized by GPIC as a result of the spin-off transaction.

Amounts included in the notes to the consolidated financial statements pertain to continuing operations only, except where otherwise noted.

Consolidation:    The consolidated financial statements include the accounts of the Company and its wholly owned and majority owned subsidiaries. All material intercompany transactions have been eliminated.

Use of Estimates:    The consolidated financial statements have been prepared in conformity with generally accepted accounting principles, using management’s best estimates and judgments where appropriate. Management has made significant estimates with respect to asset impairment and restructuring charges, allowances for accounts receivable collectibility, self-insurance reserves, minimum pension liabilities and goodwill valuation. Actual results could differ from these estimates making it reasonably possible that a change in these estimates could occur in the near term.

Reclassifications:    Certain prior period amounts have been reclassified to conform to the current year presentation.

Revenue Recognition:    Revenue is recognized when goods are shipped. Shipping and handling costs invoiced to customers are included in revenue and associated costs are recognized as costs of sales.

Concentration of Credit Risk:    A significant portion of the Company’s net sales consist of sales to Kraft Foods, Inc. and affiliates, Coors Brewing Company and General Mills, Inc. and affiliates. For the year ended December 31, 2001, sales to Kraft Foods Inc./Philip Morris USA Inc. accounted for approximately 19% of the Company’s gross sales, sales to Coors Brewing Company accounted for approximately 11% of gross sales and sales to General Mills Inc./The Pillsbury Company accounted for approximately 11% of gross sales. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. Credit risk with respect to accounts receivable is concentrated primarily in the food and beverage industries.

F-9

Inventories:    Inventories are stated at the lower of cost or market. Cost is determined by the first-in, first-out (FIFO) method.

The classification of inventories, in thousands, was as follows:

	At December 31,
	2001		2000
Finished goods	$	55,057	$	61,038
In process		15,258		13,301
Raw materials		22,093		30,889
Total inventories	$	92,408	$	105,228

Properties:    Land, buildings, equipment and purchased software are stated at cost. The costs of developing an enterprise resource planning software system are capitalized and amortized when placed in service over the expected useful life of the software. Real estate properties are non-operating properties held for sale. For financial reporting purposes, depreciation is recorded principally on the straight-line method over the estimated useful lives of the assets as follows:

Buildings	30 years
Machinery and equipment	3 to 15 years
Building and leasehold improvements	The shorter of the useful life or lease term
Internal-use software	8 years

The cost of properties and related accumulated depreciation, in thousands, was as follows:

	At December 31,
	2001		2000
Land and improvements	$	16,687	$	17,863
Buildings and improvements		119,439		122,820
Machinery and equipment		508,814		505,494
Internal-use software		1,781		1,490
Real estate properties		5,359		5,342
Construction in progress		42,101		23,926
		694,181		676,935
Less accumulated depreciation		250,469		196,540
Net properties	$	443,712	$	480,395

Expenditures for new facilities and improvements that substantially extend the capacity or useful life of an asset are capitalized. Ordinary repairs and maintenance are expensed as incurred. Upon sale or retirement of assets, the cost and related accumulated depreciation or amortization are eliminated from the respective accounts and any resulting gains or losses are reflected in operations.

Impairment of Long-Lived Assets and Identifiable Intangibles:    The Company periodically reviews long-lived assets, identifiable intangibles and goodwill for impairment whenever events or changes in business circumstances, such as the closure of a plant, indicate the carrying amount of the assets may not be fully recoverable by undiscounted cash flows. Measurement of the impairment loss, if any, is based on the fair value of the asset, which is generally determined by the discounting of future estimated cash flows.

Goodwill:    Goodwill is amortized on a straight-line basis over the estimated future periods to be benefited, generally 30 years. Goodwill was $617.6 million at December 31, 2001 and 2000, less accumulated amortization of $57.9 million and $37.3 million, respectively.

F-10

Share Repurchase Program:    In 1998, the Board of Directors authorized the repurchase of up to 5% of the Company’s outstanding common shares on the open market. Terms of the Credit Agreement entered into in 1999 currently prohibit additional share repurchases.

Derivatives and Hedging Activities:    In accordance with the Company’s interest rate risk-management strategy, the Company has contracts in place to hedge the interest rates on all of its variable rate borrowings. Interest rate swap agreements are in place on $225.0 million of borrowings and interest rate cap agreements are in place to hedge the remaining $244.8 million of variable rate debt at December 31, 2001. The swap agreements lock in an average LIBOR rate of 6.5%, $150.0 million of the caps provide upside protection to the Company if LIBOR moves above 6.75% and the remaining caps provide upside protection to the Company if LIBOR moves above 8.13%. All of the swaps and caps expire in 2002. The fair value of the interest rate swap agreements at December 31, 2001 was a liability of $7.5 million, which has been recorded in other accrued expenses on the accompanying balance sheet. The interest rate caps have no market value at December 31, 2001.

The Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 133, Accounting for Derivative Instruments and Hedging Activities, on January 1, 2001. In accordance with the transition provisions of SFAS No. 133, as of January 1, 2001 the Company recorded a net-of-tax cumulative loss adjustment to other comprehensive income totaling $3.2 million which relates to the fair value of previously designated cash flow hedging relationships. All $7.5 million of the interest rate hedging pre-tax loss currently in other comprehensive income is expected to flow through interest expense during the next twelve months.

All derivatives are recognized on the balance sheet at their fair value. On the date that the Company enters into a derivative contract, it designates the derivative as (1) a hedge of (a) the fair value of a recognized asset or liability or (b) an unrecognized firm commitment (a fair value hedge); (2) a hedge of (a) a forecasted transaction or (b) the variability of cash flows that are to be received or paid in connection with a recognized asset or liability (a cash flow hedge); or (3) a foreign-currency fair-value or cash flow hedge (a foreign currency hedge). The Company does not enter into derivative contracts for trading or non-hedging purposes. The Company’s current interest rate derivatives are designated as cash flow hedges and are recognized on the balance sheet at their fair value. Changes in the fair value of the Company’s cash flow hedges, to the extent that the hedges are highly effective, are recorded in other comprehensive income, until earnings are affected by the variability of cash flows of the hedged transaction through interest expense. Any hedge ineffectiveness (which represents the amount by which the changes in the fair value of the derivative exceed the variability in the cash flows being hedged) is recorded in current period earnings. Hedge ineffectiveness during the year ended December 31, 2001 was immaterial.

The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives that are designated as fair value, cash flow, or foreign currency hedges to (1) specific assets and liabilities on the balance sheet or (2) specific firm commitments or forecasted transactions. The Company also formally assesses (both at the hedge’s inception and on an ongoing basis) whether the derivatives that are used in hedging transactions have been highly effective in offsetting changes in the cash flows of hedged items and whether those derivatives may be expected to remain highly effective in future periods. When it is determined that a derivative is not (or has ceased to be) highly effective as a hedge, the Company discontinues hedge accounting prospectively, as discussed below.

The Company discontinues hedge accounting prospectively when (1) it determines that the derivative is no longer effective in offsetting changes in the fair value or cash flows of a hedged item (including hedged items such as firm commitments or forecasted transactions); (2) the derivative expires or is sold, terminated, or exercised; (3) it is no longer probable that the forecasted transaction will occur; (4) a hedged firm commitment no longer meets the definition of a firm commitment; or (5) management determines that designating the derivative as a hedging instrument is no longer appropriate.

When hedge accounting is discontinued due to the Company’s determination that the derivative no longer qualifies as an effective fair value hedge, the Company will continue to carry the derivative on the balance sheet at its fair value but cease to adjust the hedged asset or liability for changes in fair value. When hedge accounting is discontinued because the hedged item no longer meets the definition of a firm commitment, the Company will continue to carry the derivative on the balance sheet at its fair value, removing from the balance sheet any asset or liability that was recorded to recognize the firm commitment and recording it as a gain

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or loss in current period earnings. When the Company discontinues hedge accounting because it is no longer probable that the forecasted transaction will occur in the originally expected period, the gain or loss on the derivative remains in accumulated other comprehensive income and is reclassified into earnings when the forecasted transaction affects earnings. However, if it is probable that a forecasted transaction will not occur by the end of the originally specified time period or within an additional two-month period of time thereafter, the gains and losses that were accumulated in other comprehensive income will be recognized immediately in earnings. In all situations in which hedge accounting is discontinued and the derivative remains outstanding the Company will carry the derivative at its fair value on the balance sheet, recognizing changes in the fair value in current period earnings.

Self-insurance:    The Company is self-insured for certain losses relating to workers’ compensation claims and employee medical and dental benefits. The Company has purchased stop-loss coverage in order to limit its exposure to any significant levels of claims. Self-insured losses are accrued based upon the Company’s estimates of the aggregate uninsured claims incurred using certain actuarial assumptions followed in the insurance industry and the Company’s historical experiences.

Environmental Expenditures and Remediation Liabilities:    Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable and the costs can be reasonably estimated.

Foreign Currency Translation:    The functional currencies for the Company’s United Kingdom and Canadian subsidiaries are the British pound and the Canadian dollar, respectively. Translation into U.S. dollars is performed for assets and liabilities at the exchange rates as of the balance sheet date. Income and expense accounts are translated at average exchange rates for the year. Adjustments resulting from the translation are reflected as a separate component of other comprehensive income.

Debt Issuance Costs:    Costs related to the issuance of debt are capitalized and amortized to interest expense using the effective interest method over the period the debt is outstanding.

Earnings per Share:    Following is a reconciliation between basic and diluted earnings per common share from continuing operations attributable to common shareholders (in thousands, except per share information):

	Year Ended December 31,
				2001							2000						1999
	Income			Shares	Per Share Amount			Income			Shares	Per Share Amount			Income		Shares	Per Share Amount
Income (loss) from continuing operations attributable to common shareholders—basic EPS	($	3,564	)	31,620	($	0.11	)	($	10,804	)	29,337	($	0.37	)	$	18,410	28,475	$	0.65
Other dilutive equity instruments		—		—					—		—					—	292
Income (loss) from continuing operations attributable to common shareholders—diluted EPS	($	3,564	)	31,620	($	0.11	)	($	10,804	)	29,337	($	0.37	)	$	18,410	28,767	$	0.64

The Company’s outstanding preferred stock of $100.0 million is convertible into 48,484,848 shares of common stock. The conversion of the preferred stock into common stock is not reflected in the diluted earnings per share calculation as conversion would be anti-dilutive for 2001 and 2000. Additional potentially dilutive securities, in thousands, totaling 6,338, 6,627 and 4,262, were excluded from the historical diluted income or loss per common share calculations because of their anti-dilutive effect for 2001, 2000 and 1999, respectively. The additional potentially dilutive securities are primarily stock options.

Statement of Cash Flows:    The Company defines cash equivalents as highly liquid investments with original maturities of 90 days or less. Book overdrafts totaling $1.3 million and $20.0 million at December 31, 2001 and 2000, respectively, have been included as a liability on the accompanying balance sheet. The Company received a

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net income tax refund of $7.5 million in 2001 and $7.1 million in 2000 and paid income taxes totaling $2.8 million in 1999.

Total interest paid was $53.9 million, $80.9 million and $36.0 million in 2001, 2000 and 1999, respectively. Capitalized interest was $1.8 million, $1.1 million and $2.0 million in 2001, 2000 and 1999, respectively.

Non-cash investing and financing activities in 1999 include the receipt of a $200.0 million short-term note in connection with the CoorsTek spin-off, cancellation of a $60.0 million note receivable when Golden Aluminum was returned to the Company, and the issuance of shares of common stock valued at $3.2 million in exchange for compensation and other services. Non-cash investing and financing activities in 2001 and 2000 include the issuance of shares of common stock valued at $5.1 million and $4.2 million, respectively, relating to the 401(k) employer match.

New Accounting Standards:    SFAS No. 141, Business Combinations, was issued in 2001. This statement establishes new accounting and reporting standards that will, among other things, eliminate the pooling-of-interest method of accounting for business combinations and require that the purchase method of accounting be used. This statement is effective for the Company for all future business combinations.

SFAS No. 142, Goodwill and Other Intangible Assets, was issued in 2001. This statement establishes new accounting and reporting standards that will, among other things, eliminate amortization of goodwill and certain intangible assets with an indefinite useful life. This statement is effective for the Company’s financial statements for the year beginning January 1, 2002. The Company does not currently have any intangible assets with indefinite lives and does not expect any impact from this element of the new statement.

Upon adoption of SFAS No. 142, the Company will stop amortizing its goodwill. Based upon current goodwill levels, the annual reduction in amortization expense will be $20.6 million before taxes. Because some of the Company’s goodwill amortization is nondeductible for tax purposes, the Company’s effective tax rate may be lower as a result of implementing the new accounting standard. The Company currently follows the guidance in SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, which permits the use of an undiscounted cash flow model, to evaluate its goodwill for impairment. As required by the new standard, SFAS No. 142, the Company’s goodwill will be evaluated annually for impairment using a fair-value based approach and, if there is impairment, the carrying amount of goodwill will be written down to the implied fair value. Any impairment loss as a result of the initial adoption of the new accounting standard will be recognized as a cumulative effect of a change in accounting principle. Any impairment losses incurred subsequent to initial adoption of the new accounting standard will be recorded as a charge to operating income. Although management is still evaluating the impact of SFAS No. 142, including the most appropriate method to use in valuing the Company’s goodwill, initial estimates using current market data and discounted cash flow valuations indicate a significant goodwill impairment could exist upon adoption, potentially up to $200 million.

In 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations. SFAS No. 143 requires the recognition of a liability and offsetting asset for any legal obligation associated with the retirement of long-lived assets. The asset retirement cost is depreciated over the life of the related asset. This statement is effective for financial statements issued for fiscal years beginning after June 15, 2002. Management does not believe SFAS No. 143 will have a significant effect on the Company.

In 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS No. 144 replaces SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of. SFAS No. 144 retains the fundamental provisions of SFAS No. 121 for the recognition and measurement of the impairment of long-lived assets to be held and used and the measurement of long-lived assets to be disposed of by sale. Under SFAS No. 144, long-lived assets are measured at the lower of carrying amount or fair value less cost to sell. The Company has adopted this statement as of January 1, 2002. Management does not believe SFAS No. 144 will have a significant effect on the Company.

Note 2.    Discontinued Operations

The historical operating results and losses on the sale of the following business segments have been segregated as discontinued operations on the accompanying Consolidated Income Statement for the year ended December 31,

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1999. Discontinued operations have not been segregated on the Consolidated Statement of Cash Flows. Asset and business dispositions which do not constitute the discontinuation of a business segment are discussed in Note 4.

CoorsTek Spin-off

On December 31, 1999, the Company distributed 100% of CoorsTek’s shares of common stock to the GPIC shareholders in a tax-free transaction. Shareholders received one share of CoorsTek stock for every four shares of GPIC stock held. CoorsTek issued a promissory note to GPIC on December 31, 1999 totaling $200.0 million in satisfaction of outstanding intercompany obligations at the time of the spin-off and as a one-time, special dividend. The note was paid in full on January 4, 2000. No gain or loss was recognized by GPIC as a result of the spin-off transaction. Interest expense of $16.0 million was allocated to the discontinued operations of CoorsTek in 1999, based upon intercompany debt plus CoorsTek’s allocation of total consolidated debt at the time of the spin-off in 1999.

Golden Aluminum

In 1996, the Board of Directors adopted a plan to dispose of the Company’s aluminum rigid-container sheet business operated by Golden Aluminum. In March 1997, Golden Aluminum was sold for $70.0 million, of which $10.0 million was paid at closing and $60.0 million was due within two years. In December of 1998, the Company extended the due date on the $60.0 million payment until September 1, 1999. In accordance with the purchase agreement, the purchaser exercised its right to return Golden Aluminum to the Company on August 23, 1999 in discharge of the $60.0 million obligation. The initial payment of $10.0 million was nonrefundable. The Company subsequently sold the assets of Golden Aluminum to another buyer for approximately $41 million on November 5, 1999. An additional pre-tax charge of $10.0 million was recorded in 1999 relating to the ultimate disposition of Golden Aluminum’s assets.

Financial Data—Discontinued Operations

Financial data for CoorsTek and Golden Aluminum for the year ended December 31, 1999, in thousands, are summarized as follows:

	CoorsTek		Golden Aluminum			Total
Net sales	$	365,061	$	—		$	365,061
Income from operations before income taxes	$	25,117	$	—		$	25,117
Income tax expense		9,480		—			9,480
Income from operations		15,637		—			15,637
Loss from disposal before taxes		—		(10,000	)		(10,000	)
Income tax benefit		—		3,544			3,544
Net income (loss)	$	15,637	$	(6,456	)	$	9,181
Net income per basic share of common stock:
Income from operations	$	0.55	$	—		$	0.55
Loss on disposal		—		(0.23	)		(0.23	)
Net income (loss) per basic share	$	0.55	$	(0.23	)	$	0.32
Net income per diluted share of common stock:
Income from operations	$	0.54	$	—		$	0.54
Loss on disposal		—		(0.22	)		(0.22	)
Net income (loss) per diluted share	$	0.54	$	(0.22	)	$	0.32

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Note 3.    Acquisitions

Fort James Packaging Business

On August 2, 1999, the Company acquired the assets and liabilities of the Fort James Corporation’s folding carton operations for cash consideration of approximately $849 million. The Fort James acquisition, which included 13 operations located throughout North America, has been accounted for under the purchase method. Accordingly, the excess of the purchase price over the fair value of the assets and liabilities acquired of approximately $454 million is being amortized using the straight-line method over 30 years. The folding carton business of Fort James was a major supplier of folding cartons to leading consumer product companies for packaging food. The folding carton business of Fort James has been included in the Company’s results since August 2, 1999.

On May 12, 2000, the Company announced the planned closure of the Perrysburg, Ohio folding carton plant. Costs totaling $7.85 million to shut down the Perrysburg facility, which was part of the acquisition of the Fort James Corporation’s folding carton operations, have been accounted for as a cost of the acquisition. The Company completed the closure of the plant and the transition of the plant’s business to other Company facilities as of December 31, 2000. The Company sold the Perrysburg, Ohio building and land in July 2001 for cash proceeds of $1.9 million. No gain or loss was recognized on the sale.

The following unaudited pro forma information for GPIC has been prepared assuming that the acquisition of the Fort James folding carton operations had occurred on January 1, 1999. The pro forma information includes adjustments for (1) amortization of goodwill, (2) increased interest expense related to new borrowings at applicable rates for the purchase, and (3) the net tax effect of pro forma adjustments at the statutory rate. CoorsTek and Golden Aluminum are reflected as discontinued operations in the unaudited pro forma financial information. The unaudited pro forma financial information is presented for informational purposes only and may not be indicative of the results of operations as they would have been had the transaction actually occurred on January 1, 1999 nor is it necessarily indicative of the results of operations which may occur in the future.

	Pro Forma Year Ended December 31, 1999 (Unaudited)
	(in thousands, except per share data)
Net sales	$	1,187,781
Loss from continuing operations, before extraordinary loss		(2,867	)
Net income		3,982
Loss from continuing operations, before extraordinary loss per basic share of common stock		(0.10	)
Loss from continuing operations, before extraordinary loss per diluted share of common stock		(0.10	)
Net income per basic share of common stock		0.14
Net income per diluted share of common stock		0.14

Edwards Enterprises

On March 1, 1999, CoorsTek acquired all of the outstanding shares of Edwards Enterprises for approximately $18 million. The acquisition has been accounted for under the purchase method. Accordingly, the excess of the purchase price over the fair value of net assets acquired of $4.2 million is being amortized using the straight-line method over 20 years. Edwards Enterprises, located in Newark, California, manufactures precision-machined parts for the semiconductor industry. The results of Edwards Enterprises since March 1, 1999 are included in the 1999 discontinued operations of CoorsTek.

Precision Technologies

On March 12, 1999, CoorsTek acquired the net assets of Precision Technologies for approximately $22 million in cash and warrants to purchase 300,000 shares of the Company’s common stock at an exercise price equal to the fair market value of the common stock on the date of closing. These warrants were converted into warrants to purchase shares of CoorsTek stock following the spin-off. The warrants were recorded as an increase in the purchase price at their estimated fair value on the date of acquisition using the Black-Scholes pricing model. The

F-15

acquisition has been accounted for under the purchase method of accounting. Accordingly, the excess of the purchase price over the fair value of net assets acquired of $20.2 million is being amortized using the straight-line method over 20 years. Precision Technologies, located in Livermore, California, manufactures precision-machined parts for the semiconductor, medical and aircraft industries. The results of Precision Technologies since March 12, 1999 are included in the 1999 discontinued operations of CoorsTek.

Doo Young Semitek

In December 1999, CoorsTek acquired all of the outstanding shares of Doo Young Semitek for $3.6 million. The name of Doo Young Semitek was subsequently changed to CoorsTek-Korea. The acquisition has been accounted for under the purchase method of accounting and goodwill of $2.5 million is being amortized over 15 years. CoorsTek-Korea, located in Kyungbook, South Korea, manufactures technical ceramic parts for the semiconductor industry. The results of CoorsTek-Korea since December 1999 are included in the 1999 discontinued operations of CoorsTek.

Note 4.    Dispositions

2000 Dispositions

Malvern Packaging Plant

On October 31, 2000, the Company sold the net assets of its Malvern, Pennsylvania packaging plant to Huhtamaki Van Leer for approximately $35 million in cash. The proceeds from the sale were used to reduce debt. The Company recorded a pre-tax gain of $11.4 million on the sale. The after-tax gain on sale was $6.8 million, or $0.23 per basic and diluted share.

Other Assets

The Company sold patents and various other assets of its former developmental businesses and an airplane for cash consideration of approximately $8.2 million. A pre-tax gain of $7.8 million was recognized in 2000 relating to these asset sales. The after-tax gain on sale was $4.7 million, or $0.16 per basic and diluted share. In 2001, a pre-tax gain of approximately $3.6 million was recognized upon receipt of additional consideration for assets of the Company’s former developmental businesses.

1999 Dispositions

Flexible Packaging Plants

On September 2, 1999, the Company sold its flexible packaging plants to Sonoco Products Company for approximately $105 million in cash. The Company used the proceeds from the sale, less transaction costs, to reduce debt associated with its acquisition of the Fort James Corporation’s folding carton operations. The Company recorded a pre-tax gain of $22.7 million. The after-tax gain on sale was $13.6 million, or $0.48 per basic share and $0.47 per diluted share.

Solar Electric Business

On August 3, 1999, the Company sold its majority interest in a group of solar electric distribution companies to Kyocera International, Inc., a wholly owned subsidiary of Kyocera Corporation. The Company realized $30.8 million in cash of which $20.8 million was consideration for the Company’s equity position and $10.0 million was for the repayment of certain debt owed to the Company. The Company used the proceeds from the sale, less transaction costs, to reduce debt associated with its recent acquisition of the packaging business of Fort James. The pre-tax gain recorded in conjunction with this transaction totaled $7.5 million while the after-tax gain was $4.5 million. Earnings per share on a basic and diluted basis for the gain on this sale were $0.16.

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Note 5.    Asset Impairment and Restructuring Charges

The Company has recorded asset impairment and restructuring charges totaling $8.9 million, $5.6 million and $7.8 million in 2001, 2000, and 1999, respectively. Management reviews the relative cost effectiveness of the Company’s assets, including plant facilities and equipment, while integrating acquisitions and in response to pressures on margins from industry conditions. As a result, the Company has closed several plants and downsized its workforce with the goal of maximizing the Company’s profits and optimizing its manufacturing resources.

Asset Impairment Charges

2001:    The Company recorded an asset impairment charge of $3.5 million in the fourth quarter of 2001 in conjunction with the announcement of the planned closure of the Newnan, Georgia plant. The Company expects to complete the shut down of the plant’s operations during 2002 and sell the plant’s building and land. The net book value of the Newnan building and land was approximately $2.1 million at December 31, 2001. The plant’s business will be transferred to other plants in the Company’s system.

The Company recorded an asset impairment charge of $1.5 million in the quarter ended March 31, 2001 related to its Saratoga Springs, New York building. This is in addition to a $3.0 million asset impairment charge taken in 1999 related to Saratoga Springs’ assets. Operations of the Saratoga Springs plant were transferred to other Company manufacturing locations and the building and real property were sold in June 2001 for cash proceeds of $3.4 million. No gain or loss was recognized on the June 2001 sale.

2000:    The Company announced the planned closure of its Perrysburg, Ohio folding carton plant in the second quarter of 2000. The Perrysburg plant was part of the Fort James folding carton operations and was eliminated due to excess capacity. The shutdown and restructuring plan for the Perrysburg facility included asset impairments totaling $6.5 million, which were recorded in the second quarter of 2000 as a cost of the acquisition, with a resultant adjustment to goodwill. The Company completed the closure of the plant and transition of the plant’s business to other Company facilities by the end of 2000. On July 11, 2001, the remaining real estate was sold for cash proceeds of approximately $1.9 million. No gain or loss was recognized on the sale.

1999:    The Company recorded $5.9 million of asset impairment charges in 1999 due to decisions to close its Boulder, Colorado and Saratoga Springs, New York plants. The Boulder plant has been replaced by a new manufacturing facility in Golden, Colorado, which uses advanced equipment to improve the production process. Due to certain delays in production transition to Golden, the Boulder facility remains partially operational. The Saratoga Springs plant operated at higher overhead levels than other plants and used gravure press technology. Therefore, the decision was made to sell the Saratoga Springs property, move the business to other folding carton plants, and dispose of the gravure presses at Saratoga Springs. Boulder writedowns totaled $2.9 million and Saratoga Springs writedowns totaled $3.0 million. The Saratoga Springs facility shutdown was complete at December 31, 2000, and the real estate was sold in June 2001 for cash proceeds of approximately $3.4 million. No gain or loss was recognized on the sale.

Restructuring Charges

2001:    In connection with the announced closure of the Newnan, Georgia plant discussed above, the Company recorded restructuring charges totaling $2.4 million in the fourth quarter of 2001. The charges relate to severance packages for 105 plant personnel which were communicated to employees in December 2001. The Company expects to complete the Newnan restructuring plan by the end of 2002.

2000:    In December 2000 the Company announced a restructuring plan to reduce fixed-cost personnel. The plan includes the elimination of approximately 200 non-production positions across the Company, including the closure of the Company’s folding carton plant in Portland, Oregon, and offers severance packages in accordance with the Company’s policies. The total cost of the reduction in force is $5.0 million, of which $3.0 million was recognized in the fourth quarter 2000 results. The remaining cost of approximately $2.0 million was recognized in the first half of 2001 when severance packages were communicated to employees. The restructuring plan is essentially complete at December 31, 2001 with approximately $0.2 million remaining to be paid in 2002. No additional charges related to this restructuring plan are expected.

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In connection with the announced closure of the Perrysburg, Ohio plant, restructuring reserves were recorded totaling approximately $1.3 million in the second quarter of 2000. The reserves relate to severance of approximately 100 production positions and other plant closing costs. Consistent with the asset impairments related to the Perrysburg closure, the restructuring costs have been accounted for as a cost of the Fort James packaging business acquisition, with a resultant adjustment to goodwill. As of December 31, 2001, all the restructuring charges have been paid relating to the Perrysburg closure.

The Company recorded a restructuring charge of $3.4 million in the first quarter of 2000 for severance costs for 172 plant personnel as a result of the announced closure of the Saratoga Springs, New York plant. The Saratoga Springs plant was closed pursuant to a plant rationalization plan approved by the Company’s Board of Directors in the fourth quarter of 1999. The Company has completed the closure of the Saratoga Springs plant and the transition of the plant’s business to other Company facilities. In the first quarter of 2001, the Company reversed approximately $0.5 million of severance accruals which were unneeded to complete the Saratoga Springs restructuring plan.

Essentially all of the remaining restructuring charges have been paid through December 31, 2001 related to the Saratoga Springs facility shutdown.

1999:    The Company recorded a $1.9 million restructuring charge pursuant to a plant rationalization plan approved by the Company’s Board of Directors in the fourth quarter of 1999. The Company instituted this plan to further its goal of refining its focus on folding carton packaging and to reduce headcount. The Company initially planned to complete this restructuring plan by the end of 2000. However, customer needs in both Boulder, Colorado and Lawrenceburg, Tennessee impacted the completion of the restructuring and resulted in the savings of approximately $0.8 million of anticipated restructuring costs related to severance at the Lawrenceburg facility. The 2000 restructuring expense is net of this $0.8 million benefit. At December 31, 2001, no further restructuring accruals remain relating to this rationalization plan.

1998:    During 1998, the Company instituted a restructuring plan related to certain of its operations and recorded $2.8 million in restructuring charges. This plan included the consolidation and realignment of certain administrative functions and the downsizing of its Franklin, Ohio operation. This plan resulted in the elimination of approximately 20 administrative and 65 manufacturing positions with related severance costs of approximately $2.5 million. This plan also included approximately $0.3 million in other exit costs relating to the closure of a divisional office in North Carolina. The Company completed this restructuring in 1999.

The following table summarizes accruals related to the Company’s restructurings (in millions):

	1999 Plant Rationalization Plan			2000 S/Springs Plant Closure			2000 Perrysburg Plant Closure			2000/200 Reduction in Force			2001 Newnan Plant Closure		Totals
Balance, December 31, 1998	$	1.8		$	—		$	—		$	—		$	—	$	1.8
1999 restructuring charges		1.9			—			—			—			—		1.9
Cash paid		(1.8	)		—			—			—			—		(1.8	)
Balance, December 31, 1999		1.9			—			—			—			—		1.9
2000 restructuring charges, net of reversals		(0.8	)		3.4			—			3.0			—		5.6
2000 restructuring—Perrysburg		—			—			1.3			—			—		1.3
Cash paid		(1.0	)		(2.0	)		(0.7	)		(0.1	)		—		(3.8	)
Balance, December 31, 2000		0.1			1.4			0.6			2.9			—		5.0
2001 restructuring charges, net of reversals		—			(0.5	)		—			2.0			2.4		3.9
Transfer of enhanced benefits to pension liabilities		—			—			—			(2.2	)		—		(2.2	)
Cash paid		(0.1	)		(0.8	)		(0.6	)		(2.5	)		—		(4.0	)
Balance, December 31, 2001	$	—		$	0.1		$	—		$	0.2		$	2.4	$	2.7

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Note 6.    Indebtedness

The following table summarizes the Company’s outstanding debt, in thousands.

	At December 31,
	2001		2000
Senior Credit Facilities
Term loan due August 15, 2001	$	—	$	33,500
Five-year term loan due August 2, 2004		247,035		312,500
Revolving credit facility due August 2, 2004		222,750		289,100
		469,785		635,100
10% Subordinated notes due August 15, 2008		50,000		—
Various notes payable		5,974		5,572
Total debt		525,759		640,672
Less current maturities		37,373		58,642
Total long-term debt	$	488,386	$	582,030

Senior Credit Facilities

The Company has a revolving credit and term loan agreement (the “Credit Agreement”) with a group of lenders, with Bank of America, N.A. as agent. Currently, the Credit Agreement is comprised of two senior credit facilities (the “Senior Credit Facilities”) including a $325.0 million five-year term loan facility and a $400.0 million five-year revolving credit facility. Proceeds from the existing Senior Credit Facilities were used to finance the August 2, 1999 acquisition of the Fort James Corporation’s folding carton operations and to repay the Company’s other outstanding borrowings. At December 31, 2001, the Company’s borrowings under the Senior Credit Facilities totaled $469.8 million and bore interest based on LIBOR plus 2.25%. The Company also had $4.1 million of letters of credit outstanding at December 31, 2001. Available borrowings under the line of credit were $173.2 million at December 31, 2001.

Amounts borrowed under the Credit Agreement bear interest under various pricing alternatives plus a spread depending on the Company’s leverage ratio. The various pricing alternatives include (i) LIBOR, or (ii) the higher of the Federal Funds Rate plus 0.5% or the prime rate. In addition, the Company pays a commitment fee that varies based upon the Company’s leverage ratio and the unused portion of the revolving credit facility. Mandatory prepayments under the Credit Agreement are required from the proceeds of any significant asset sale or from the issuance of any debt or equity securities. In addition, the five-year term loan is due in quarterly installments. Total installments for 2002 through 2004, respectively, are $35.0 million, $40.0 million and $25.0 million, with the remaining balance due on August 2, 2004.

The Credit Agreement is collateralized by first priority liens on all material assets of the Company and all of its domestic subsidiaries. The Credit Agreement currently limits the Company’s ability to pay dividends other than permitted dividends on the preferred stock, and imposes limitations on the incurrence of additional debt, acquisitions, capital expenditures and the sale of assets.

Interest expense of $16.0 million was allocated to the discontinued operations of CoorsTek in 1999, based upon CoorsTek’s $200.0 million allocation of total consolidated debt at the time of the spin-off for 1999.

The Company incurred debt extinguishment costs in August 1999 of $3.6 million when existing debt instruments were repaid in connection with the purchase of the Fort James Corporation’s folding carton operations through the issuance of new credit facilities.

Subordinated Debt

Pursuant to terms in the Credit Agreement, the Company completed a $50.0 million private placement of subordinated unsecured debt on August 15, 2001. The purchaser of the notes was Golden Heritage, LLC, a company owned by several Coors family trusts and a related party. The notes accrue interest at 10% per annum, payable quarterly, beginning September 15, 2001. The notes mature August 15, 2008, but are redeemable, subject to

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the terms of the Credit Agreement, at a premium of 3% in the first year, 1.5% in the second year and at par thereafter. Proceeds were used to repay the remaining balance on the one-year term note due August 15, 2001 and the balance was applied against the five-year senior credit facilities.

Other Notes Payable

The Company had various notes payable totaling $6.0 million and $5.6 million at December 31, 2001 and 2000, respectively. The notes bear interest at rates ranging from 5.25% to 13.06% and mature in 2002 through 2008. The notes are generally collateralized by equipment purchased with the proceeds from the notes.

The maturities of long-term debt are as follows (in thousands):

2002	$	37,373
2003		40,177
2004		394,958
2005		191
Thereafter		53,060
	$	525,759

Subsequent Refinancing Transactions

The Company completed certain refinancing transactions on February 28, 2002 consisting of the following:

• $300 million 8-5/8% senior subordinated notes due in 2012;

• a secured $175 million seven-year term loan; and

• a secured $275 million five-year revolving credit facility that was partially funded at the closing of the refinancing transactions.

The Company used the proceeds from the refinancing transactions to retire the Senior Credit Facilities, to repurchase the $50 million of existing subordinated notes at par, to pay interest and expenses and for general corporate purposes.

In connection with the refinancing transactions, the Company incurred a non-cash charge in 2002 to write off its remaining unamortized debt issuance costs of $15.8 million. If the Company continues to reduce LIBOR-based borrowings through increased cash flows, it may also incur a charge related to its existing interest rate swap agreements if they no longer qualify as a hedge of interest rate risk. At December 31, 2001, the Company had $225 million notional value of interest rate swap agreements, which had a negative fair value of $7.5 million. On February 28, 2002, we terminated a $35 million notional value interest rate swap contract for $830,000 which will be amortized over the remaining life of the contract.

Note 7.    Fair Value of Financial Instruments

The fair value of cash and cash equivalents and current maturities of long-term debt approximates carrying value because of the short maturity of these instruments. The fair value of the Company’s long-term debt is estimated based on the current rates offered to the Company for debt of the same remaining maturity and credit quality. Because the interest rates on the long-term debt are reset monthly, the carrying value approximates the fair value of long-term debt.

The Company has entered into interest rate swap agreements to hedge the underlying interest rates on $100 million of borrowings at an average fixed interest rate of 5.94% and an average risk-free rate of 6.98% on $125 million of its borrowings. In addition, the Company has interest rate contracts that provide interest rate cap protection on $350 million of floating rate debt.

F-20

The Company is exposed to credit loss in the event of nonperformance by the commercial banks that issued the interest rate contracts. However, the Company does not anticipate nonperformance by these banks. The fair value of the Company’s interest rate derivatives at December 31, 2001, in thousands, is as follows:

Interest rate swaps	$	(7,545	)
Interest rate caps	$	—

Note 8.    Operating Leases

The Company leases a variety of facilities, warehouses, offices, equipment and vehicles under operating lease agreements that expire in various years. Future minimum lease payments, in thousands, required as of December 31, 2001, under non-cancelable operating leases with terms exceeding one year, are as follows:

2002	$	2,772
2003		1,958
2004		1,258
2005		423
2006 and thereafter		215
Total	$	6,626

Operating lease rentals for warehouse, production, office facilities and equipment amounted to $3.3 million in 2001, $3.1 million in 2000 and $4.3 million in 1999.

Note 9.    Income Taxes

The sources of income (loss), in thousands, from continuing operations before income taxes and extraordinary item were:

	Year Ended December 31,
	2001		2000			1999
Domestic	$	10,689	$	(11,228	)	$	25,260
Foreign		4		(448	)		5,095
Income (loss) from continuing operations before income taxes and extraordinary loss	$	10,693	$	(11,676	)	$	30,355

The total provision for income taxes, in thousands, included the following:

	Year Ended December 31
	2001			2000			1999
Current provision:
Federal	$	(4,345	)	$	(15,011	)	$	13,940
State		185			321			1,741
Foreign		—			—			4,347
Total current tax expense (benefit)	$	(4,160	)	$	(14,690	)	$	20,028
Deferred provision:
Federal	$	9,250		$	11,229		$	800
State		(833	)		(1,217	)		704
Foreign		—			—			(4,963	)
Total deferred tax expense (benefit)		8,417			10,012			(3,459	)
Total income tax expense (benefit)	$	4,257		$	(4,678	)	$	16,569

F-21

The total provision for income taxes, in thousands, is included in the consolidated income statement as follows:

	Year Ended December 31,
	2001		2000			1999
Continuing operations	$	4,257	$	(4,678	)	$	11,945
Discontinued operations		—		—			5,936
Extraordinary item		—		—			(1,312	)
Total income tax expense (benefit)	$	4,257	$	(4,678	)	$	16,569

Temporary differences that gave rise to a significant portion of deferred tax assets (liabilities), in thousands, were as follows:

	At December 31,
	2001			2000
Depreciation and other property related	$	(43,570	)	$	(37,500	)
Amortization of intangibles		(12,306	)		(7,965	)
Gross deferred tax liability		(55,876	)		(45,465	)
Pension and employee benefits		20,551			11,854
Tax credit carryforwards		13,719			8,251
Interest		3,414			156
Inventory		2,195			3,061
Accruals		7,557			7,075
Net operating loss and contribution carryovers		6,814			10,102
All other		279			111
Gross deferred tax asset		54,529			40,610
Less valuation allowance		(256	)		(338	)
Net deferred tax asset (liability)	$	(1,603	)	$	(5,193	)
Financial statement classification:
Current deferred tax asset	$	17,378		$	14,305
Long-term deferred tax liability		(18,981	)		(19,498	)
Net deferred tax liability	$	(1,603	)	$	(5,193	)

The valuation allowance for deferred tax assets was decreased by $82,000 in 2001 and increased by $215,000 in 2000. The changes in the valuation allowance relate to uncertainty surrounding the ultimate deductibility of a foreign net operating loss carryforward.

At December 31, 2001 the Company had federal net operating loss carryforwards of approximately $7.9 million which will begin to expire in years after 2021. The Company also has approximately $11.3 million of alternative minimum tax credits which have an indefinite carryforward period and $2.5 million in research and development credits which will begin to expire in years after 2017.

The principal differences between the effective income tax rate, attributable to continuing operations, and the U.S. statutory federal income tax rate, were as follows:

	Year Ended December 31,
	2001		2000		1999
Expected tax rate	35.0	%	(35.0	)%	35.0	%
State income taxes (net of federal benefit)	3.4		(3.2	)	3.2
Nondeductible expenses and losses	19.7		26.7		2.4
Effect of foreign investments	—		(0.1	)	(3.3	)
Change in deferred tax asset valuation allowance	(.8	)	1.8		0.4
Research and development and other tax credits	(14.4	)	(28.3	)	—
Other—net	(3.1	)	(2.0	)	1.7
Effective tax rate	39.8	%	(40.1	)%	39.4	%

F-22

The Internal Revenue Service (“IRS”) is examining the Company’s Federal income tax returns for the years 1999 and 2000. In the opinion of management, adequate accruals have been provided for all income tax matters and related interest.

As a result of certain restructuring actions, the undistributed earnings of foreign subsidiaries previously considered as being permanently reinvested have been distributed to the U.S. as a dividend. Foreign tax credits eliminated the resulting U.S. income tax liability on the dividend. The Company no longer provides for U.S. or additional foreign taxes on undistributed earnings of foreign subsidiaries, since all foreign subsidiaries’ income is included in the U.S. return.

The Company and CoorsTek have executed a tax sharing agreement that defines the parties’ rights and obligations with respect to deficiencies and refunds of Federal, state and other taxes relating to the CoorsTek business for tax years prior to the spin-off and with respect to certain tax attributes of CoorsTek after the spin-off. In general, the Company is responsible for filing consolidated Federal and combined or consolidated state tax returns and paying the associated taxes for periods through December 31, 1999. CoorsTek will reimburse the Company for the portion of such taxes relating to the CoorsTek business. CoorsTek is responsible for filing returns and paying taxes related to the CoorsTek business for periods after December 31, 1999.

The tax sharing agreement is designed to preserve the status of the spin-off as a tax-free distribution. CoorsTek has agreed that it will refrain from engaging in certain transactions during the two-year period following the spin-off unless it first provides the Company with a ruling from the IRS or an opinion of tax counsel acceptable to the Company that the transaction will not adversely affect the tax-free nature of the spin-off. In addition, CoorsTek has indemnified the Company against any tax liability or other expense it may incur if the spin-off is determined to be taxable as a result of CoorsTek’s breach of any covenant or representation contained in the tax sharing agreement or CoorsTek’s action in effecting such transactions. By its terms, the tax sharing agreement will terminate when the statutes of limitations under applicable tax laws expire.

Note 10.    Stock Compensation

The Company has an equity incentive plan that provides for the granting of nonqualified stock options and incentive stock options to certain key employees. The equity incentive plan also provides for the granting of restricted stock, bonus shares, stock units and offers to officers of the Company to purchase stock. The number of shares made available for award under the plan was equal to 4.8 million shares and is being increased annually by 2% of the Company’s outstanding shares on each preceding December 31 beginning with 1997. Generally, options outstanding under the Company’s equity incentive plan are subject to the following terms: (1) grant price equal to 100% of the fair value of the stock on the date of grant; (2) ratable vesting over either a three-year or four-year service period; and (3) maximum term of ten years from the date of grant. Officers’ options granted after 1998 generally provide for accelerated vesting upon attainment of certain stock prices or debt to EBITDA ratios, as defined by the equity incentive plan, but vest completely after five years.

In conjunction with the spin-off of CoorsTek at December 31, 1999, the Company cancelled options held by CoorsTek employees and adjusted the remaining options outstanding to reflect the new ratio of exercise price to market price of the Company’s stock immediately prior and subsequent to the spin-off. The changes consisted of reducing the exercise price relative to the new market price and increasing the number of shares underlying the outstanding options, so as to restore the option holder to the economic position that existed immediately prior to the spin-off.

F-23

Stock option activity was as follows (shares in thousands):

	Year Ended December 31,
	2001				2000				1999
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Options outstanding at January 1	6,262		$	6.04	4,281		$	8.86	2,672		$	17.80
Granted	251		$	4.62	2,523		$	1.66	1,912		$	13.43
Exercised	—			—	—			—	—			—
Expired or forfeited	(490	)	$	6.27	(542	)	$	7.88	(177	)	$	17.62
Cancellation of CoorsTek employee options	—			—	—			—	(2,036	)	$	15.63
GPIC employee options conversion	—			—	—			—	1,910			—
Options outstanding at December 31	6,023		$	5.96	6,262		$	6.04	4,281		$	8.86
Exercisable	2,336		$	9.64	2,302		$	9.73	2,262		$	9.41
Available for future grant	2,315				1,458				664

The following table summarizes information about stock options outstanding at December 31, 2001 (shares in thousands):

Range of Exercise Prices	Options Outstanding				Options Exercisable
	Options Outstanding	Weighted Average Remaining Contractual Life	Weighted AverageExercise Price		Options Exercisable	Weighted Average Exercise Price
$1.56 to $7.52	3,189	7.92 years	$	2.86	501	$	6.58
$7.56 to $10.17	2,326	4.61 years	$	8.81	1,326	$	9.75
$10.48 to $13.74	508	5.39 years	$	12.36	509	$	12.36
$1.56 to $13.74	6,023	6.43 years	$	5.96	2,336	$	9.64

The Company applies Accounting Principles Board Opinion No. 25 and related interpretations in accounting for its stock-based compensation plans. Accordingly, no compensation expense has been recognized for its equity incentive plan and employee stock purchase plan. If the Company had elected to recognize compensation cost based on the fair value of the stock options at grant date as allowed by SFAS No. 123, Accounting for Stock-Based Compensation, pre-tax compensation expense of $1.7 million, $1.2 million and $3.5 million would have been recorded for 2001, 2000 and 1999, respectively. Net income (loss) attributable to common shareholders and earnings per share would have been reduced to the pro forma amounts indicated below:

	Year Ended December 31,
	2001			2000			1999
Net income (loss) attributable to common shareholders, in thousands:
As reported	($	3,564	)	($	10,804	)	$	25,259
Pro forma	($	4,584	)	($	11,524	)	$	23,159
Earnings per share—basic:
As reported	($	0.11	)	($	0.37	)	$	0.89
Pro forma	($	0.15	)	($	0.39	)	$	0.81
Earnings per share—diluted:
As reported	($	0.11	)	($	0.37	)	$	0.88
Pro forma	($	0.15	)	($	0.39	)	$	0.81

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 70% in 2001, 56.3% in 2000 and 30.8% in 1999; (3) risk-free interest rate ranging from 3.7% to 5.5% in 2001, 4.2% to 6.4% in 2000 and

F-24

5.7% to 6.7% in 1999; and (4) expected life of 4.5 to 9.0 years in 2001, 3 to 9.91 years in 2000 and 3 to 6.36 years in 1999. The weighted average per-share fair value of options granted during 2001, 2000 and 1999 was $3.52, $1.09 and $6.82, respectively.

Note 11.    Defined Benefit Plans

The Company maintains a defined benefit pension plan for the majority of employees. Benefits are based on years of service and average base compensation levels over a period of years. Plan assets consist primarily of equity and interest-bearing investments. The Company’s funding policy is to contribute annually not less than the minimum funding required by the internal revenue code nor more than the maximum amount that can be deducted for federal income tax purposes.

Non-union retirement health care and life insurance benefits are provided to certain employees hired prior to June 1999 and eligible dependents. Eligible employees may receive these benefits after reaching age 55 with 10 years of service. Prior to reaching age 65, eligible retirees may receive certain health care benefits identical to those available to active employees. The amount the retiree pays is based on age and service at the time of retirement. These plans are not funded.

The following assets (liabilities), in thousands, were recognized for the combined defined benefit plans of the Company at December 31:

	Pension Benefits						Other Benefits
	2001			2000			2001			2000
Change in benefit obligation
Benefit obligation at beginning of year	$	121,486		$	103,110		$	18,241		$	16,778
Service cost		4,447			5,094			431			633
Interest cost		9,400			8,434			1,286			1,257
Plan amendments		4,517			—			(1,832	)		—
Actuarial loss (gain)		(2,475	)		6,755			—			—
Change in actuarial assumptions		8,906			—			678			—
Benefits paid		(3,078	)		(1,907	)		(1,172	)		(427	)
Benefit obligation at end of year		143,203			121,486			17,632			18,241
Change in plan assets
Fair value of plan assets at beginning of year		118,344			112,273			—			—
Actual return on plan assets		(5,794	)		6,534			—			—
Company contributions		2,306			1,444			—			—
Benefits paid		(3,078	)		(1,907	)		—			—
Fair value of plan assets at end of year		111,778			118,344			—			—
Funded status		(31,425	)		(3,142	)		(17,632	)		(18,241	)
Unrecognized actuarial loss (gain)		30,208			6,181			(2,156	)		(2,959	)
Unrecognized prior service cost/intangible asset		7,640			6,254			(3,187	)		(1,688	)
Unrecognized transition asset		—			(72	)		—			—
Net prepaid (accrued) benefit cost	$	6,423		$	9,221		$	(22,975	)	$	(22,888	)
Weighted average assumptions at year end
Discount rate		7.25	%		7.75	%		7.25	%		7.75	%
Expected long-term return on plan assets		9.75	%		9.75	%		—			—
Rate of compensation increase		4.75	%		5.25	%		—			—

F-25

The Company had accumulated benefit obligations in excess of the fair value of its plan assets totaling $24.9 million and $0.7 million at December 31, 2001 and 2000, respectively, which are reflected as a minimum pension liability in other long term liabilities in the accompanying balance sheet.

It is the Company’s policy to amortize unrecognized gains and losses in excess of 10% of the larger of plan assets and the projected benefit obligation (“PBO”) over the expected service of active employees (12-15 years). However, in cases where the accrued benefit liability exceeds the actual unfunded liability by more than 20% of the PBO, the amortization period is reduced to 5 years.

For measurement purposes, a 6.5%, 6.5% and 7.0% annual rate of increase in the per capita cost of covered health care benefits was assumed for 2001, 2000 and 1999, respectively. The rate is assumed to decrease by 0.5% per annum to 4.75% and remain at that level thereafter.

The following, in thousands, represents the Company’s net periodic benefit cost.

	Pension Benefits									Other Benefits
	2001			2000			1999			2001			2000			1999
Components of net periodic benefit cost
Service cost	$	4,447		$	5,094		$	3,707		$	431		$	633		$	423
Interest cost		9,400			8,434			5,466			1,286			1,257			831
Actual return on plan assets		5,794			(6,534	)		(1,805	)		—			—			—
Deferred investment loss		(17,662	)		(4,939	)		(5,475	)		—			—			—
Amortization of prior service cost		755			552			262			(334	)		(422	)		(703	)
Recognized actuarial loss (gain)		67			136			517			(125	)		(448	)		(385	)
Transition asset amortization		(72	)		(69	)		(69	)		—			—			—
Net periodic benefit cost	$	2,729		$	2,674		$	2,603		$	1,258		$	1,020		$	166

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage-point change in assumed health care cost trend rates would have the following effects, in thousands:

	1% Point Increase		1% Point Decrease
Effect on total of service and interest cost components	$	290	$	(240	)
Effect on postretirement benefit obligation	$	1,475	$	(1,265	)

Note 12.    Defined Contribution Plan

The Company provides a defined contribution profit sharing plan for the benefit of its employees, (the “Plan”). The Plan and its associated trust are intended to comply with the provisions of the Internal Revenue Code and ERISA, to qualify as a profit sharing plan for all purposes of the Code, and to provide a cash or deferred arrangement that is qualified under Code Section 401(k). Generally, employees expected to complete at least 1,000 hours of service per year are immediately eligible to participate in the Plan upon employment. Effective January 1, 2000, Company matching was increased to 60% of participant contributions up to 3.6% of participant annual compensation and was denominated in the Company’s common stock. Prior to 2000, the Plan generally provided for Company matching of 50% of participant contributions, up to 2.5% of participant annual compensation. Company expenses related to the matching provisions of the Plan totaled approximately $4.3 million, $4.2 million and $2.4 million in 2001, 2000 and 1999, respectively. The Plan also provides for discretionary matching. The Company did not elect to provide discretionary matching under this provision in 2001, 2000 or 1999.

Note 13.    Shareholders’ Rights Plan

On June 1, 2000, the Company effected a dividend distribution of shareholder rights (the “Rights”) that carry certain conversion rights in the event of a significant change in beneficial ownership of the Company. One right is attached to each share of the Company’s common stock outstanding and is not detachable until such time as beneficial ownership of 15% or more of the Company’s outstanding common stock has occurred (a “Triggering

F-26

Event”) by a person or group of affiliated or associated persons (an Acquiring Person). Each Right entitles each registered holder (excluding the Acquiring Person) to purchase from the Company one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $.01 per share, at a purchase price of $42.00. Registered holders receive shares of the Company’s common stock valued at twice the exercise price of the Right upon exercise. Upon a Triggering Event, the Company is entitled to exchange one share of the Company’s common stock for each right outstanding or to redeem the Rights at a price of $.001 per Right. The Rights will expire on June 1, 2010.

Note 14.    Preferred Stock

On August 15, 2000 the Company issued one million shares of 10% Series B Convertible Preferred Stock (the “Preferred Stock”) at $100 per share to the Grover C. Coors Trust (the “Trust”). At the time of the issuance of the Preferred Stock, the Trust owned 9% of the Company’s outstanding common stock. The Trust’s beneficiaries are members of the Coors family. Individual members of the Coors family and other Coors family trusts held a controlling interest in the Company at the time of issuance of the Preferred Stock. As a condition to the issuance of the Preferred Stock, a fairness opinion was obtained as to the consideration received and the value of the Preferred Stock at issuance was consistent with open market conditions and values for similar securities.

The Trust, as holder of the Preferred Stock, has the following rights and preferences:

Conversion Feature

Each share of Preferred Stock is convertible into shares of the Company’s common stock at $2.0625 per share of common stock. The conversion price of $2.0625 was 125% of the average NYSE closing price per share of the Company’s common stock for the five trading days prior to August 15, 2000—which was $1.65. The Preferred Stock was issued at $100 per share; therefore, a complete conversion would result in the issuance of 48,484,848 additional shares of the Company’s common stock.

The Trust held 2,727,016 shares of the Company’s common stock on December 31, 2001 which represents approximately 8% of all common shares outstanding (32,188,941). On an as-converted basis, the Trust would hold 51,211,864 shares of the Company’s common stock on December 31, 2001, which would be approximately 63.5% of all shares outstanding (80,673,789).

Redemption Feature

The Company can redeem the Preferred Stock at $105 per share beginning on August 15, 2005, reduced by $1 per share each year until August 15, 2010.

Dividends

Dividends are payable quarterly at an annual rate of 10%. Dividends are cumulative and hold a preference to any dividends paid to other shareholders. The Preferred Stock participates in any common stock dividends on an as-converted basis. If dividends are not paid for two consecutive quarters, the Trust may elect one director to the Company’s Board. If dividends are not paid for four consecutive quarters, the Trust may elect a majority of the directors to the Company’s Board and effectively control the Company.

Liquidation Preference

The Preferred Stock has a liquidation preference over the Company’s common stock at $100 per share, plus unpaid dividends. The Preferred Stock also participates in any liquidation distributions to the common shareholders on an as-converted basis.

Voting and Registration Rights

Every two shares of common stock underlying the Preferred Stock on an as-converted basis receive one vote. Therefore, the Trust currently votes 24,242,424 shares, in addition to the 2,727,016 shares of common stock held.

F-27

The Trust may require the Company, with certain limitations, to register under the Securities Act of 1933 the common shares into which the Preferred Stock may be converted.

Note 15.    Related Party Transactions

On December 28, 1992, the Company was spun off from Adolph Coors Company (“ACCo”) and since that time ACCo has had no ownership interest in the Company. However, certain Coors family trusts have significant interests in both the Company and ACCo. At the time of spin-off from ACCo, the Company entered into agreements with Coors Brewing Company, a subsidiary of ACCo, for the sale of packaging and other products. The initial agreements had a stated term of five years and have resulted in substantial revenues to the Company. The Company continues to sell packaging products to Coors Brewing.

In 1998, the packaging supply agreement with Coors Brewing was renegotiated. The new five-year agreement includes stated quantity commitments and requires annual repricing.

Sales to Coors Brewing accounted for approximately 11%, 10% and 13% of the Company’s consolidated gross sales for 2001, 2000 and 1999, respectively. The loss of Coors Brewing as a customer in the foreseeable future could have a material effect on the Company’s results of operations.

A Company subsidiary is a general partner in a limited partnership in which Coors Brewing is the limited partner. The partnership owns, develops, operates and sells certain real estate previously owned directly by Coors Brewing or ACCo. Distributions were allocated equally between the partners until late 1999 when Coors Brewing recovered its investment. Thereafter, distributions are made 80 percent to the general partner and 20 percent to Coors Brewing. No distributions were made in 2001. Distributions of approximately $1.8 million were made to each partner in 1999. Distributions in 2000 were approximately $0.8 million to Coors Brewing and $3.2 million to the Company. Coors Brewing’s share of the partnership net assets was $4.4 million and is reflected as minority interest on the Company’s balance sheet.

In connection with the spin-off of CoorsTek at December 31, 1999, GPC and CoorsTek entered into contracts governing certain relationships between them following the spin-off, including a tax-sharing agreement, a transitional services agreement and certain other agreements.

On March 31, 2000 the Company sold the net assets of its GTC Nutrition subsidiary to an entity controlled by a member of the Coors family for approximately $0.7 million. No gain or loss was recognized as a result of the sale.

In August 2001, the Company completed a $50.0 million private placement of subordinated unsecured notes. The purchaser of the notes was Golden Heritage, LLC, a company owned by several Coors family trusts and a related party. See Note 6 for further discussion.

In August 2000 the Company issued $100.0 million of preferred stock to the Grover C. Coors Trust. See Note 14 for further discussion.

Note 16.    Commitments and Contingencies

It is the policy of the Company generally to act as a self-insurer for certain insurable risks consisting primarily of employee health insurance programs. With respect to workers’ compensation, the Company uses a variety of fully or partially self-funded insurance vehicles. The Company maintains certain stop-loss and excess insurance policies that reduce overall risk of financial loss.

In the ordinary course of business, the Company is subject to various pending claims, lawsuits and contingent liabilities, including claims by current or former employees. In each of these cases, the Company is vigorously defending against them. Although the eventual outcome cannot be predicted, it is management’s opinion that disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

The Company is a partner in the Kalamazoo Valley Group, a partnership formed to develop and operate a landfill for the partners’ disposal of paper residuals from their respective paperboard mills, and which borrowed $1.5 million for the construction of the landfill. Recently, the other parties have closed their paperboard mills and one

F-28

minority partner has filed bankruptcy. The Company is evaluating its alternatives and liabilities under the partnership agreement and related note. The landfill remains in operation at December 31, 2001. However, if the partnership were to close the landfill, the Company’s share of estimated closing costs, perpetual care obligations and debt repayment would approximate $2.5 million under the terms of the partnership agreement. The Company’s investment of $1.3 million at December 31, 2001 is included in other long-term assets on the accompanying balance sheet.

Some of the Company’s operations have been notified that they may be potentially responsible parties (PRPs) under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar state laws with respect to the remediation of certain sites where hazardous substances have been released into the environment. The Company cannot predict with certainty the total costs of remediation, its share of the total costs, the extent to which contributions will be available from other parties, the amount of time necessary to complete the remediation or the availability of insurance. However, based on the investigations to date, the Company believes that any liability with respect to these sites would not be material to the financial condition, results of operations or cash flow of the Company, without consideration for insurance recoveries. There can be no certainty, however, that the Company will not be named as a PRP at additional sites or be subject to other environmental matters in the future or that the costs associated with those additional sites or matters would not be material.

In connection with the sale of various businesses, the Company has periodically agreed to guarantee the collectibility of accounts receivable and indemnify purchasers for certain liabilities for a specified period of time. Such liabilities include, but are not limited to, environmental matters and the indemnification periods generally last for 2 to 15 years.

In connection with the resale of the aluminum business in 1999, the Company guaranteed accounts receivable owed by the former owner of these assets. After the resale, the former owner refused to pay the amounts owed, $2.4 million. Pursuant to the terms of the resale agreement, the Company paid this amount and sued the former owner. The $2.4 million is reflected as a receivable on the Company’s balance sheet. The former owner counterclaimed for an additional $11.0 million for certain spare parts and the Company claimed an additional $14.3 million in overpayment for raw materials to run the business prior to resale. The parties have filed motions for summary judgment. The Company does not believe that the result of this litigation will have a material adverse effect on its consolidated financial position, results of operations or cash flows.

Note 17.    Segment Information

The Company’s reportable segments are based on its method of internal reporting, which is based on product category. Thus, the Company’s one reportable segment in 2001 and 2000 is Packaging. The Company’s Other segment in 1999 includes a real estate development partnership, a majority interest in a group of solar electric distribution companies prior to their August 3, 1999 sale and, prior to March 1999, several technology-based businesses.

The accounting policies of the segments are the same as those described in Note 1 and there are generally no intersegment transactions. In 1999, the Company evaluated the performance of its segments and allocated resources to them based primarily on operating income.

F-29

The table below summarizes information, in thousands, about reportable segments as of and for the years ended December 31. Discontinued operations include CoorsTek.

	Net Sales		Operating Income			Depreciation and Amortization		Assets		Capital Expenditures
2001
Packaging	$	1,112,535	$	59,854		$	79,406	$	1,229,335	$	31,884
2000
Packaging	$	1,102,590	$	51,223		$	83,094	$	1,332,518	$	30,931
1999
Packaging	$	805,593	$	42,735		$	55,406	$	1,397,518	$	74,273
Other		44,562		2,103			618		19,699		1,568
Segment total		850,155		44,838			56,024		1,417,217		75,841
Corporate		—		(10,479	)		260		225,954		17
Discontinued operations, net assets		—		—			22,711		—		15,597
Consolidated total	$	850,155	$	34,359		$	78,995	$	1,643,171	$	91,455

Corporate assets for 1999 consist primarily of a $200.0 million note receivable from CoorsTek as a result of the spin-off, and debt issuance costs.

Certain financial information regarding the Company’s domestic and foreign operations is included in the following summary, which excludes discontinued operating segments. Long-lived assets include plant, property and equipment, intangible assets, and certain other non-current assets.

	Net Sales		Long-Lived Assets
	(In thousands)
2001
United States	$	1,109,293	$	1,032,748
Canada		3,242		1,736
Other		—		2,066
Total	$	1,112,535	$	1,036,550
2000
United States	$	1,100,491	$	1,103,411
Canada		2,099		1,974
Other		—		2,694
Total	$	1,102,590	$	1,108,079
1999
United States	$	798,277	$	1,189,599
Canada		51,878		3,689
Other		—		2,694
Total	$	850,155	$	1,195,982

F-30

Note 18.    Quarterly Financial Information (Unaudited)

The following information summarizes selected quarterly financial information, in thousands except per share data, for each of the two years in the period ended December 31, 2001.

2001	First			Second			Third			Fourth			Year
Net sales	$	288,444		$	283,252		$	270,818		$	270,021		$	1,112,535
Cost of goods sold		248,210			240,976			234,363			236,709			960,258
Gross profit		40,234			42,276			36,455			33,312			152,277
Selling, general and administrative expense		14,489			16,428			16,061			15,896			62,874
Goodwill amortization		5,169			5,143			5,175			5,162			20,649
Asset impairment and restructuring charges		2,000			1,000			—			5,900			8,900
Operating income		18,576			19,705			15,219			6,354			59,854
Gain from sale of businesses and other assets		3,650			—			—			—			3,650
Interest expense		(16,125	)		(13,530	)		(12,429	)		(10,727	)		(52,811	)
Income (loss) before income taxes		6,101			6,175			2,790			(4,373	)		10,693
Income tax expense (benefit)		(2,420	)		(2,446	)		(1,160	)		1,769			(4,257	)
Net income (loss)		3,681			3,729			1,630			(2,604	)		6,436
Preferred stock dividends declared		(2,500	)		(2,500	)		(2,500	)		(2,500	)		(10,000	)
Net income (loss) attributable to common shareholders	$	1,181		$	1,229		$	(870	)	$	(5,104	)	$	(3,564	)
Net income (loss) attributable to common shareholders per basic share	$	0.04		$	0.04		$	(0.03	)	$	(0.16	)	$	(0.11	)
Net income (loss) attributable to common shareholders per diluted share	$	0.04		$	0.04		$	(0.03	)	$	(0.16	)	$	(0.11	)

F-31

2000	First			Second			Third			Fourth			Year
Net sales	$	276,320		$	273,189		$	283,454		$	269,627		$	1,102,590
Cost of goods sold		243,424			237,378			245,288			237,889			963,979
Gross profit		32,896			35,811			38,166			31,738			138,611
Selling, general and administrative expense		15,777			16,076			14,259			15,022			61,134
Goodwill amortization		5,184			5,088			5,179			5,183			20,634
Asset impairment and restructuring charges		3,420			—			—			2,200			5,620
Operating income		8,515			14,647			18,728			9,333			51,223
Gain from sale of businesses and other assets		5,407			—			2,405			11,360			19,172
Interest expense		(19,680	)		(21,650	)		(21,702	)		(19,039	)		(82,071	)
Income (loss) before income taxes		(5,758	)		(7,003	)		(569	)		1,654			(11,676	)
Income tax expense (benefit)		(2,302	)		(2,742	)		(288	)		654			(4,678	)
Net income (loss)		(3,456	)		(4,261	)		(281	)		1,000			(6,998	)
Preferred stock dividends declared		—			—			(1,306	)		(2,500	)		(3,806	)
Net income (loss) attributable to common
shareholders	$	(3,456	)	$	(4,261	)	$	(1,587	)	$	(1,500	)	$	(10,804	)
Net income (loss) attributable to common
shareholders per basic share	$	(0.12	)	$	(0.15	)	$	(0.05	)	$	(0.05	)	$	(0.37	)
Net income (loss) attributable to common
shareholders per diluted share	$	(0.12	)	$	(0.15	)	$	(0.05	)	$	(0.05	)	$	(0.37	)

F-32

Note 19.    Supplemental Information

Graphic Packaging Corporation, a wholly owned subsidiary of Graphic Packaging International Corporation, issued $300 million of senior subordinated notes on February 28, 2002. The senior subordinated notes are fully and unconditionally guaranteed by Graphic Packaging International Corporation and its other domestic subsidiaries. The foreign subsidiaries of Graphic Packaging International Corporation and a real estate development partnership do not guarantee the senior subordinated notes.

The accompanying supplemental financial information presents condensed consolidating financial statements of (a) Graphic Packaging Corporation (the “Issuer”); (b) Graphic Packaging International Corporation (the “Parent”); (c) the guarantor subsidiaries; (d) the nonguarantor subsidiaries; and (e) the Company on a consolidated basis.

Graphic Packaging Corporation and Graphic Packaging International Corporation are co-borrowers under the Company’s existing senior bank debt and subordinated debt agreements. Interest expense under these borrowing agreements is recorded by Graphic Packaging Corporation. In addition, Graphic Packaging Corporation incurred $8.6 million of additional, annual interest expense in 1999, 2000 and 2001 pursuant to a $92.7 million intercompany loan from Graphic Packaging International Corporation.

The condensed consolidating financial statements are presented on the equity method. Under this method, investments in subsidiaries are recorded at cost and adjusted for the parent company’s share of the subsidiaries’ cumulative results of operations, capital contributions, distributions and other equity changes. The elimination entries relate primarily to investments in subsidiaries, intercompany loans and other intercompany transactions.

F-33

GRAPHIC PACKAGING INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATING INCOME STATEMENT

Year Ended December 31, 2001

(in thousands)

	Issuer			Parent			Guarantor Subsidiaries			Nonguarantor Subsidiaries			Eliminations			Consolidated Total
Net sales	$	1,108,878		$	—		$	—		$	3,657		$	—		$	1,112,535
Cost of goods sold		956,631			—			—			3,627			—			960,258
Gross profit		152,247			—			—			30			—			152,277
Selling, general and administrative expense		62,789			—			33			52			—			62,874
Goodwill amortization		20,649			—			—			—			—			20,649
Asset impairment and restructuring charges		8,900			—			—			—			—			8,900
Equity in (earnings) of subsidiaries		(2,471	)		(1,248	)		(101	)		—			3,820			—
Operating income (loss)		62,380			1,248			68			(22	)		(3,820	)		59,854
Gain from sale of businesses and other assets		—			—			3,650			—			—			3,650
Interest (expense) income		(61,941	)		8,619			288			223			—			(52,811	)
Income (loss) before taxes		439			9,867			4,006			201			(3,820	)		10,693
Income tax (expense) benefit		(174	)		(3,928	)		(1,595	)		(80	)		1,520			(4,257	)
Net income (loss)		265			5,939			2,411			121			(2,300	)		6,436
Preferred stock dividends declared		—			(10,000	)		—			—			—			(10,000	)
Net income (loss) attributable to common shareholders	$	265		$	(4,061	)	$	2,411		$	121		$	(2,300	)	$	(3,564	)

F-34

GRAPHIC PACKAGING INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATING INCOME STATEMENT

Year Ended December 31, 2000

(in thousands)

	Issuer			Parent			Guarantor Subsidiaries			Nonguarantor Subsidiaries			Eliminations			Consolidated Total
Net sales	$	1,098,498		$	—		$	1,083		$	3,009		$	—		$	1,102,590
Cost of goods sold		960,750			—			—			3,229			—			963,979
Gross profit (loss)		137,748			—			1,083			(220	)		—			138,611
Selling, general and administrative expense		60,074			—			977			83			—			61,134
Goodwill amortization		20,634			—			—			—			—			20,634
Asset impairment and restructuring charges		5,620			—			—			—			—			5,620
Equity in losses (earnings) of subsidiaries		(3,121	)		12,158			(407	)		—			(8,630	)		—
Operating income (loss)		54,541			(12,158	)		513			(303	)		8,630			51,223
Gain from sale of businesses and other assets		13,765			—			5,407			—			—			19,172
Interest (expense) income		(90,681	)		8,611			10			(11	)		—			(82,071	)
Income (loss) before taxes		(22,375	)		(3,547	)		5,930			(314	)		8,630			(11,676	)
Income tax (expense) benefit		8,966			1,421			(2,539	)		289			(3,459	)		4,678
Net income (loss)		(13,409	)		(2,126	)		3,391			(25	)		5,171			(6,998	)
Preferred stock dividends declared		—			(3,806	)		—			—			—			(3,806	)
Net income (loss) attributable to common shareholders	$	(13,409	)	$	(5,932	)	$	(3,391	)	$	(25	)	$	5,171		$	(10,804	)

F-35

GRAPHIC PACKAGING INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATING INCOME STATEMENT

Year Ended December 31, 1999

(in thousands)

	Issuer			Parent			Guarantor Subsidiaries			Nonguarantor Subsidiaries			Eliminations			Consolidated Total
Net sales	$	804,959		$	—		$	34,128		$	11,068		$	—		$	850,155
Cost of goods sold		688,456			—			26,363			6,531			—			721,350
Gross profit		116,503			—			7,765			4,537			—			128,805
Selling, general and administrative expense		65,405			—			8,180			(228	)		—			73,357
Goodwill amortization		12,693			—			583			—			—			13,276
Asset impairment and restructuring charges		7,813			—			—			—			—			7,813
Equity in (earnings) of subsidiaries		(15,771	)		(22,365	)		(4,100	)		—			42,236			—
Operating income		46,363			22,365			3,102			4,765			(42,236	)		34,359
Gain from sale of businesses and other assets		22,700			—			7,536			—			—			30,236
Interest (expense) income		(42,420	)		8,618			(370	)		(68	)		—			(34,240	)
Income from continuing operations before income taxes and extraordinary item		26,643			30,983			10,268			4,697			(42,236	)		30,355
Income tax expense		(10,486	)		(12,192	)		(5,654	)		(236	)		16,623			(11,945	)
Income from continuing operations before extraordinary item		16,157			18,791			4,614			4,461			(25,613	)		18,410
Income (loss) from discontinued operations, net of tax		—			—			(6,456	)		15,637			—			9,181
Income (loss) before extraordinary item		16,157			18,791			(1,842	)		20,098			(25,613	)		27,591
Extraordinary loss on early extinguishment of debt, net of tax		—			(2,332	)		—			—			—			(2,332	)
Net income (loss)	$	16,157		$	16,459		$	(1,842	)	$	20,098		$	(25,613	)	$	25,259

F-36

GRAPHIC PACKAGING INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATING BALANCE SHEET

At December 31, 2001

(in thousands)

	Issuer			Parent		Guarantor Subsidiaries			Nonguarantor Subsidiaries			Eliminations			Consolidated Total
ASSETS
Current assets
Cash and cash equivalents	$	1,145		$	976	$	—		$	4,645		$	—		$	6,766
Accounts receivable, net		56,560			135,301		93			834			(133,314	)		59,474
Inventories		92,154			—		—			254			—			92,408
Other assets		33,101			—		—			24,024			(23,969	)		33,156
Total current assets		182,960			136,277		93			29,757			(157,283	)		191,804
Properties, net		434,549			—		—			9,163			—			443,712
Goodwill, net		559,696			—		—			—			—			559,696
Other assets		18,626			471,914		3,566			18,075			(478,058	)		34,123
Total assets	$	1,195,831		$	608,191	$	3,659		$	56,995		$	(635,341	)	$	1,229,335
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Current maturities of long-term debt	$	36,156		$	—	$	—		$	1,217		$	—		$	37,373
Accounts payable		58,110			534		—			358			—			59,002
Other current liabilities		59,929			33,286		2,730			1,500			(24,419	)		73,026
Total current liabilities		154,195			33,820		2,730			3,075			(24,419	)		169,401
Long-term debt		579,006			—		—			2,055			(92,675	)		488,386
Other long-term liabilities		208,823			1,959		4,356			233,357			(374,595	)		73,900
Total liabilities		942,024			35,779		7,086			238,487			(491,689	)		731,687
Shareholders’ equity
Preferred stock		—			100,000		—			—			—			100,000
Common stock		—			322		1,829			1,540			(3,369	)		322
Paid-in capital		283,787			234,975		234,075			(180,753	)		(154,335	)		417,749
Retained earnings (deficit)		(8,993	)		235,353		(239,331	)		(1,643	)		14,052			(562	)
Accumulated other comprehensive income (loss)		(20,987	)		1,762		—			(636	)		—			(19,861	)
Total shareholders’ equity		253,807			572,412		(3,427	)		(181,492	)		(143,652	)		497,648
Total liabilities and shareholders’ equity	$	1,195,831		$	608,191	$	3,659		$	56,995		$	(635,341	)	$	1,229,335

F-37

GRAPHIC PACKAGING INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATING BALANCE SHEET

At December 31, 2000

(in thousands)

	Issuer			Parent		Guarantor Subsidiaries			Nonguarantor Subsidiaries			Eliminations			Consolidated Total
ASSETS
Current assets
Cash and cash equivalents	$	—		$	—	$	—		$	4,012		$	—		$	4,012
Accounts receivable, net		72,479			81,887		93			180			(79,452	)		75,187
Inventories		104,918			—		—			310			—			105,228
Other assets		26,321			—		2,616			23,994			(23,970	)		28,961
Total current assets		203,718			81,887		2,709			28,496			(103,422	)		213,388
Properties, net		470,385			—		—			10,010			—			480,395
Goodwill, net		580,299			—		—			—			—			580,299
Other assets		31,993			1,087,572		4,121			2,966			(1,068,216	)		58,436
Total assets	$	1,286,395		$	1,169,459	$	6,830		$	41,472		$	(1,171,638	)	$	1,332,518
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Current maturities of long-term debt	$	58,642		$	—	$	—		$	—		$	—		$	58,642
Accounts payable		37,662			927		29			284			—			38,902
Other current liabilities		69,109			27,308		4,432			2,196			(23,841	)		79,204
Total current liabilities		165,413			28,235		4,461			2,480			(23,841	)		176,748
Long-term debt		1,305,747			—		—			235,197			(958,914	)		582,030
Other long-term liabilities		135,313			1,446		1,572			2,217			(81,959	)		58,589
Total liabilities		1,606,473			29,681		6,033			239,894			(1,064,714	)		817,367
Shareholders’ equity
Preferred stock		—			100,000		—			—			—			100,000
Common stock		13,600			306		1,829			1,540			(16,970	)		305
Paid-in capital		(324,420	)		810,058		240,727			(198,413	)		(105,625	)		422,327
Retained earnings (deficit)		(9,258	)		229,414		(241,742	)		(1,764	)		16,352			(6,998	)
Accumulated other comprehensive income (loss)		—			—		(17	)		215			(681	)		(483	)
Total shareholders’ equity		(320,078	)		1,139,778		797			(198,422	)		(106,924	)		515,151
Total liabilities and shareholders’ equity	$	1,286,395		$	1,169,459	$	6,830		$	41,472		$	(1,171,638	)	$	1,332,518

F-38

GRAPHIC PACKAGING INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Year Ended December 31, 2001

(in thousands)

	Issuer			Parent			Guarantor Subsidiaries			Nonguarantor Subsidiaries		Eliminations		Consolidated Total
Net cash provided by (used in) operating activities	$	141,944		$	12,772		$	(3,650	)	$	633	$	—	$	151,699
Cash flows from investing activities:
Additions to properties		(31,884	)		—			—			—		—		(31,884	)
Proceeds from sales of assets		5,300			—			3,650			—		—		8,950
Net cash provided by (used in) investing activities		(26,584	)		—			3,650			—		—		(22,934	)
Cash flows from financing activities:
Proceeds from borrowings		206,750			—			—			—		—		206,750
Repayment of debt		(320,965	)		—			—			—		—		(320,965	)
Preferred stock dividends paid		—			(12,083	)		—			—		—		(12,083	)
Common stock issuance and other		—			287			—			—		—		287
Net cash used in financing activities		(114,215	)		(11,796	)		—			—		—		(126,011	)
Cash and cash equivalents:
Net increase		1,145			976			—			633		—		2,754
Balance at beginning of year		—			—			—			4,012		—		4,012
Balance at end of year	$	1,145		$	976		$	—		$	4,645	$	—	$	6,766

F-39

GRAPHIC PACKAGING INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Year Ended December 31, 2000

(in thousands)

	Issuer			Parent			Guarantor Subsidiaries			Nonguarantor Subsidiaries			Eliminations		Consolidated Total
Net cash provided by (used in) operating activities	$	379,095		$	(308,154	)	$	(5,850	)	$	(2,212	)	$	—	$	62,879
Cash flows from investing activities:
Additions to properties		(30,870	)		—			(57	)		(4	)		—		(30,931	)
Proceeds from sales of assets		37,673			—			5,907			—			—		43,580
Collection of note receivable		—			200,000			—			—			—		200,000
Net cash provided by (used in) investing activities		6,803			200,000			5,850			(4	)		—		212,649
Cash flows from financing activities:
Proceeds from borrowings		52,015			—			—			—			—		52,015
Repayment of debt		(431,996	)		—			—			—			—		(431,996	)
Proceeds from preferred stock issuance, net of issuance costs		—			98,558			—			—			—		98,558
Preferred stock dividends paid		—			(1,306	)		—			—			—		(1,306	)
Common stock issuance and other		—			1,656			—			—			—		1,656
Debt issuance costs		(6,312	)		—			—			—			—		(6,312	)
Net cash used in financing activities		(386,293	)		(98,908	)		—			—			—		(287,385	)
Cash and cash equivalents:
Net decrease		(395	)		(9,246	)		—			(2,216	)		—		(11,857	)
Balance at beginning of year		395			9,246			—			6,228			—		15,869
Balance at end of year	$	—		$	—		$	—		$	4,012		$	—	$	4,012

F-40

GRAPHIC PACKAGING INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Year Ended December 31, 1999

(in thousands)

	Issuer			Parent			Guarantor Subsidiaries			Nonguarantor Subsidiaries			Eliminations		Consolidated Total
Net cash provided by (used in) operating activities	$	128,561		$	(4,671	)	$	(28,650	)	$	42,782		$	—	$	138,022
Cash flows from investing activities:
Additions to properties		(73,551	)		—			(2,307	)		(15,597	)		—		(91,455	)
Proceeds from sales of assets		139,726			—			30,800			—			—		170,526
Acquisitions, net of cash		(861,469	)		—			—			(43,600	)		—		(905,069	)
Other		13,812			—			—			—			—		13,812
Net cash provided by (used in) investing activities		(781,482	)		—			28,493			(59,197	)		—		(812,186	)
Cash flows from financing activities:
Proceeds from borrowings		1,643,116			—			—			—			—		1,643,116
Repayment of debt		(960,084	)		—			—			—			—		(960,084	)
Debt issuance costs		(29,716	)		—			—			—			—		(29,716	)
Common stock issuance and other		—			10,521			—			—			—		10,521
Net cash provided by financing activities		653,316			10,521			—			—			—		663,837
Cash and cash equivalents:
Net increase (decrease)		395			5,850			(157	)		(16,415	)		—		(10,327	)
Balance at beginning of year		—			3,396			157			22,643			—		26,196
Balance at end of year	$	395		$	9,246		$	—		$	6,228		$	—	$	15,869

F-41

SCHEDULE II

GRAPHIC PACKAGING INTERNATIONAL CORPORATION

VALUATION AND QUALIFYING ACCOUNTS

(In thousands)

	Balance at beginning of year		Additions Charged to Costs and Expenses			Other			Deductions			Balance at end of year
Allowance for doubtful receivables
Year Ended December 31,
1999	$	2,140	$	503		$	1,250	(1)	($	1,633	)(2)	$	2,260
2000	$	2,260	$	1,425			($ 22	)(1)	($	693	)(2)	$	2,970
2001	$	2,970	$	728		$	—		($	1,929	)(2)	$	1,769
Deferred tax asset valuation allowance
Year Ended December 31,
1999	$	4,284							($	4,161	)(3)	$	123
2000	$	123	$	215	(3)							$	338
2001	$	338							($	82	)(3)	$	256

(1) The effect of translating foreign subsidiaries’ financial statements into U.S. dollars, the 1999 acquisition of the Fort James packaging business and the 2000 disposition of the Malvern, Pennsylvania plant.

(2) Write off of uncollectible accounts.

(3) Adjustments to the deferred tax asset valuation allowance relate to uncertainty surrounding the ultimate

       deductibility of a foreign net operating loss carryforward.

F-42

OFFER TO EXCHANGE

UP TO $300,000,000 PRINCIPAL AMOUNT OUTSTANDING OF

8-5/8% SENIOR SUBORDINATED NOTES DUE 2012

FOR

A LIKE PRINCIPAL AMOUNT OF 8-5/8%

SENIOR SUBORDINATED NOTES DUE 2012

Prospectus

April [    ], 2002

Until [                         ], 2002, all dealers that effect transactions in these securities, whether or not participating in this exchange offer, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The following registrants are corporations incorporated in the state of Colorado: Graphic Packaging International Corporation, Graphic Packaging Holdings, Inc., Golden Technologies Company, Inc., Golden Equities, Inc., and GAC Aluminum Corporation. Section 7-109-102 of the Colorado Business Corporation Act (the “Act”) provides that a corporation may indemnify a person made a party to a proceeding because the person is or was a director against liability incurred in the proceeding if: (a) the person conducted himself or herself in good faith; and (b) the person reasonably believed: (i) in the case of conduct in an official capacity with the corporation, that his or her conduct was in the corporation’s best interests; and (ii) in all other cases, that his or her conduct was at least not opposed to the corporation’s best interests; and (c) in the case of any criminal proceeding, the person had no reasonable cause to believe his or her conduct was unlawful, all subject to certain limitations and conditions provided therein. Section 7-109-102 further provides that no indemnification may be made: (i) in connection with a proceeding by or in the right of the registrant in which the person was adjudged liable to the registrant; or (ii) in connection with any other proceedings charging that the person derived an improper personal benefit, whether or not involving action in an official capacity, in which proceeding the person was judged liable on the basis that he derived an improper personal benefit, unless and only to the extent the court in which such action was brought or another court of competent jurisdiction determines upon application that, despite such adjudication, but in view of all relevant circumstances, the person is fairly and reasonably entitled to indemnity for reasonable expenses as the court deems proper. Section 7-109-103 of the Act provides that a corporation, unless limited by its articles of incorporation, shall indemnify a person who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the person was a party because the person is or was a director, against reasonable expenses incurred by him or her in connection with the proceeding. Section 7-109-105 of the Act provides that, unless otherwise provided in the articles of incorporation of the corporation, a director who is or was a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction and the court may order indemnification of such person under certain circumstances as provided therein. Section 7-109-107 of the Act provides that a corporation may indemnify an officer of the corporation to the same extent as to a director of the corporation.

The Articles of Incorporation, as amended or restated, for each of the registrants incorporated in Colorado contain provisions that permit such registrant to indemnify its officers and directors to the fullest extent permitted by the Act. In addition to the available indemnification, the Articles of Incorporation, as amended or restated, for Graphic Packaging International Corporation limit the personal liability of the members of its Board of Directors, subject to certain exceptions, for monetary damages with respect to claims by such registrant or its shareholders.

The following registrants are Corporations incorporated in the state of Delaware: Graphic Packaging Corporation and Lauener Engineering Limited. Section 145(a) of the Delaware General Corporation Law (the “DGCL”) provides in relevant part that a corporation may indemnify any officer or director who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another entity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. Under Section 145 (b) of the DGCL, such eligibility for indemnification may be further subject to the adjudication of the Delaware Court of Chancery. The articles of incorporation of Graphic Packaging Corporation provide that such registrant indemnifies its officers and directors to the maximum extent allowed by Delaware law.

Furthermore, Section 102 (b) (7) of the DGCL provides that a corporation may in its certificate of incorporation eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability: for any breach of the director’s duty of loyalty to the corporation or its stockholders; for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; under Section 174 of the DGCL (pertaining to certain prohibited acts including unlawful payment of dividends or unlawful purchase or redemption of the corporation’s capital stock); or for any transaction from which the director derived an improper personal benefit. Graphic Packaging Corporation eliminates such personal liability of its directors.

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The Bylaws, as amended or restated, for Graphic Packaging Holdings, Inc. provide that such registrant may purchase and maintain insurance on behalf of its directors, officers, employees, fiduciaries and agents against liability asserted against or incurred by such persons in any such capacity.

Each of the registrant’s stock option plans requires the registrant to indemnify its directors against liabilities which may be incurred in connection with the administration of the stock option plans, other than with respect to liabilities resulting from certain types of conduct.

ITEM 21.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)     Exhibits.

Exhibit Number	Document Description
2.1	Recommended Cash Offers by Baring Brothers International Limited on behalf of ACX (UK) Limited, a wholly-owned subsidiary of ACX Technologies, Inc. for Britton Group plc. (Incorporated by reference to Graphic Packaging International Corporation Form 8-K filed on January 29, 1998.)
2.2	Asset Purchase Agreement between ACX Technologies and Fort James Corporation. (Incorporated by reference to Graphic Packaging International Corporation Form 8-K filed August 17, 1999.)
2.3	Asset Purchase Agreement between Golden Aluminum Company and Alcoa Inc. dated November 5, 1999. (Incorporated by reference to Graphic Packaging International Corporation Form 10-K filed on March 29, 2000.)
2.4	Distribution Agreement between ACX Technologies, Inc. and CoorsTek, Inc. (Incorporated by reference to Graphic Packaging International Corporation Form 10-K filed on March 29, 2000.)
3.1	Articles of Incorporation of Graphic Packaging International Corporation. (Incorporated by reference to Graphic Packaging International Corporation Form 10 filed on October 6, 1992.)
3.1A	Articles of Amendment to Articles of Incorporation of Graphic Packaging International Corporation (Incorporated by reference to Graphic Packaging International Corporation Form 8 filed on December 3, 1992.)
3.1B	Articles of Amendment to Articles of Incorporation of Graphic Packaging International Corporation. (Incorporated by reference to Graphic Packaging International Corporation Form 10-Q filed May 15, 2000.)
3.1C	Articles of Amendment to Articles of Incorporation setting forth the Designations of the Series A Junior Participating Preferred Stock. (Incorporated by reference to Graphic Packaging International Corporation Form 10-K filed March 12, 2002.)
3.1D	Articles of Amendment to the Articles of Incorporation setting forth the Designations of all 10% Series B Convertible Preferred Stock. (Incorporated by reference to Form 8-K filed August 31, 2000.)
3.2	Bylaws of Graphic Packaging International Corporation, as amended and restated May 9, 2000. (Incorporated by reference to Graphic Packaging International Corporation Form 10-Q filed on May 15, 2000.)
3.3	Restated Certificate of Incorporation of Graphic Packaging Corporation
3.4	Bylaws of Graphic Packaging Corporation, as amended (formally known as C.P. Acquisition Corp.)
4.1	Graphic Packaging International Corporation Form of Stock Certificate of Common Stock. (Incorporated by reference to Graphic Packaging International Corporation Form 10-Q filed August 14, 2000.)

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4.2	Rights Agreement, dated as of May 31, 2000, between Graphic Packaging International Corporation and Norwest Bank Minnesota, N.A., as Rights Agent. (Incorporated by reference to Graphic Packaging International Corporation Form 8-A filed May 31, 2000.)
4.3	Preferred Stock Purchase Agreement, dated as of August 15, 2000, between Graphic Packaging International Corporation and the Grover C. Coors Trust. (Incorporated by reference to Graphic Packaging International Corporation Form 8-K filed August 31, 2000.)
4.4	Registration Rights Agreement dated as of August 15, 2000, between Graphic Packaging International Corporation and the Grover C. Coors Trust. (Incorporated by reference to Graphic Packaging International Corporation Form 8-K filed August 31, 2000.)
4.5	10% Series B Convertible Preferred Stock Certificate. (Incorporated by reference to Graphic Packaging International Corporation Form 8-K filed August 31, 2000.)
4.6	Letter Agreement between Graphic Packaging International Corporation and its preferred stockholder, dated as of August 15, 2001 (Incorporated by reference to form 8-K filed August 31, 2001.)
4.7	Indenture, dated as of February 28, 2002, as amended by the First Supplemental Indenture, dated as of April 9, 2002, by and among Graphic Packaging Corporation, as issuer, the Guarantors Named Therein, and Wells Fargo Bank Minnesota, National Association, as Trustee.
4.8	The form of Senior Subordinated Guarantee is included as Exhibit A to the form of New Note included as Exhibit A to the Indenture included as Exhibit 4.7 hereto.
4.9	Registration Rights Agreement, dated February 28, 2002, by and among Credit Suisse First Boston Corporation, Morgan Stanley & Co. Incorporated, Graphic Packaging International Corporation and Graphic Packaging Corporation.
4.10	The form of New Note is included as Exhibit A to the Indenture included as Exhibit 4.7 hereto.
4.11	Purchase Agreement, dated February 14, 2002, by and among Graphic Packaging International Corporation, Graphic Packaging Corporation, Credit Suisse First Boston Corporation and Morgan Stanley & Co. Incorporated.
4.12	Amendment No. 1 to Purchase Agreement, dated February 21, 2002, by and among Graphic Packaging International Corporation, Graphic Packaging Corporation, Credit Suisse First Boston Corporation, Morgan Stanley & Co. Incorporated, ABN Ambro Incorporated, U.S. Bancorp Piper Jaffray Inc., and Wells Fargo Brokerage Services, LLC.
5.1	Opinion of Jill B.W. Sisson, Esq.
8.1	Opinion regarding tax matters.
10.0	Credit Agreement, dated as of February 28, 2002, among Graphic Packaging International Corporation, Graphic Packaging Corporation, as the Borrower, Various Financial Institutions from Time to Time Parties Hereto, as the Lenders, Morgan Stanley Senior Funding, Inc., as the Administrative Agent for the Lenders, Credit Suisse First Boston, as the Syndication Agent for the Lenders, and LaSalle Bank National Association, US Bank National Association, and Wells Fargo Bank, N.A., as Co-Documentation Agents, and Morgan Stanley Senior Funding, Inc., and Credit Suisse First Boston as Lead Arrangers and Book Runners.
10.1	Supply Agreement between Graphic Packaging Corporation and Coors Brewing Company. (Incorporated by reference to Graphic Packaging International Corporation Form 8-K filed on November 2, 1998) (Confidential treatment has been granted for portions of the Exhibit.)
10.2	Asset Purchase Agreement between ACX Technologies and Sonoco Products Company. (Incorporated by reference to Graphic Packaging International Corporation Form 8-K filed on September 17, 1999.)

II-3

10.3	Tax Sharing Agreement between ACX Technologies, Inc. and CoorsTek, Inc. (Incorporated by reference to Graphic Packaging International Corporation Form 10-K filed on March 29, 2000.)
10.4	Environmental Responsibility Agreement between ACX Technologies, Inc. and CoorsTek, Inc. (Incorporated by reference to Graphic Packaging International Corporation Form 10-K filed on March 29, 2000.)
10.5	Master Transition Materials and Services Agreement between ACX Technologies, Inc. and CoorsTek, Inc. (Incorporated by reference to Graphic Packaging International Corporation Form 10-K filed on March 29, 2000.)
10.6	Form of Officers’ Salary Continuation Agreement, as amended. (Incorporated by reference to Graphic Packaging International Corporation Form 10-K filed on March 20, 1995.)
10.7	Graphic Packaging Equity Incentive Plan, as amended. (Incorporated by reference to Graphic Packaging International Corporation Form 10-K filed on March 23, 2001.)
10.8	Graphic Packaging Equity Compensation Plan for Non-Employee Directors, as amended. (Incorporated by reference to Graphic Packaging International Corporation Form 10-K filed on March 23, 2001.)
10.9	ACX Technologies, Inc. Phantom Equity Plan. (Incorporated by reference to Graphic Packaging International Corporation Form 8 filed on November 19, 1992.)
10.10	Graphic Packaging Excess Benefit Plan, as restated. (Incorporated by reference to Graphic Packaging International Corporation Form 10-K filed on March 23, 2001.)
10.11	Graphic Packaging Supplemental Retirement Plan, as restated. (Incorporated by reference to Graphic Packaging International Corporation Form 10-K filed on March 23, 2001.)
10.12	ACX Technologies, Inc. Deferred Compensation Plan, as amended. (Incorporated by reference to Graphic Packaging International Corporation Form 10-K filed on March 7, 1996.)
10.13	First Amendment to Graphic Packaging Deferred Compensation Plan. (Incorporated by reference to Graphic Packaging International Corporation Form 10-K filed on March 23, 2001.)
10.14	Graphic Packaging Executive Incentive Plan. (Incorporated by reference to Graphic Packaging International Corporation Form 10-K filed on March 23, 2001.)
10.15	Form of Employment Agreement entered into by and between the Following Individuals: Jeffrey H. Coors, David W. Scheible, Jill B. W. Sisson, Marsha C. Williams and Luis E. Leon.
10.16	Description of Arrangement with Gail A. Constancio dated as of March 2001. (Incorporated by reference to Graphic Packaging International Corporation Form 10-K filed on March 23, 2001.)
10.17	Description of Arrangement with Luis E. Leon dated May 2001. (Incorporated by reference to Graphic Packaging International Corporation Form 10-Q filed on August 10, 2001.)
10.18	$50 million 10% Senior Subordinated Note Agreement, dated as of August 15, 2001. (Incorporated by reference to the Graphic Packaging International Corporation Form 8-K filed August 31, 2001.)
10.19	General Release of Legal Rights Agreement Entered Into By and Between Gail A. Constancio and Graphic Packaging International Corporation. (Incorporated by reference to Graphic Packaging International Corporation Form 10-Q filed on November 14, 2001.)
12.1	Statements regarding computation of ratios.
21.1	Subsidiaries of the registrant. (Incorporated by reference to Graphic Packaging International Corporation Form 10-K filed on March 12, 2002.)

II-4

23.1 Consent of PricewaterhouseCoopers LLP, independent accountants.

23.2	Consent of Jill B.W. Sisson, Esq. (contained in Exhibit 5.1)
24	Power of Attorney (included on signature pages)
25	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Wells Fargo Bank Minnesota, National Association, as Trustee, on Form T-1, relating to the 8-5/8% Senior Subordinated Notes Due 2012.
99.1	Form of Letter of Transmittal.
99.2	Form of Notice of Guaranteed Delivery.
99.3	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
99.4	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
99.5	Form of Guideline for Certification of Taxpayer Identification Number on Substitute Form W-9.

The registrant will furnish to a requesting security holder any exhibit requested upon payment of the registrant’s reasonable copying charges and expenses in furnishing the exhibit.

Prior to May 2000, Graphic Packaging International Corporation was named ACX Technologies, Inc. Any exhibits incorporated herein by reference and initially filed with the Commission before the date of such name change were so filed under the name of “ACX Technologies, Inc.”

II-5

ITEM 22.    UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant, the registrant has been advised that in the opinion of the Security and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by a final adjudication of such issue.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided, however, that paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of any employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of Form S-4 promulgated by the SEC within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

II-6

(d) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrants have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on the 9^th day of April, 2002.

GRAPHIC PACKAGING CORPORATION
By:	/S/    JEFFREY H. COORS
	Jeffrey H. Coors Chairman of the Board of Directors, President and Chief Executive Officer

GRAPHIC PACKAGING INTERNATIONAL CORPORATION GRAPHIC PACKAGING HOLDINGS, INC. GOLDEN TECHNOLOGIES COMPANY, INC.
By:	/S/    JEFFREY H. COORS         Jeffrey H. Coors
	President and Chief Executive Officer

GAC ALUMINUM CORPORATION LAUENER ENGINEERING LIMITED
By:	/S/    BETH A. PARISH
	Beth A. Parish President and Treasurer

GOLDEN EQUITIES, INC.
By:	/S/    JILL B.W. SISSON, ESQ.
	Jill B.W. Sisson, Esq. President

II-8

POWER OF ATTORNEY

Each person whose signature appears below hereby severally constitute and appoint Jill B.W. Sisson and Jeffrey H. Coors, and each of them singly, our true and lawful attorneys, with full power to them and each of them singly, to sign for us in our names in the capacities indicated below, all pre-effective and post-effective amendments to this Registration Statement and any abbreviated Registration Statement (including, without limitation, any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended) in connection with this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission; granting unto said attorneys-in-fact full power and authority to perform any other act on behalf of the undersigned required to be done in the premises, hereby ratifying and confirming all that said attorneys-in-fact lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 9, 2002.

By:	/S/    JEFFREY H. COORS
	Jeffrey H. Coors Chairman of the Board of Directors, President and Chief Executive Officer of Graphic Packaging Corporation and Graphic Packaging International Corporation; President, Chief Executive Officer and Director of Golden Technologies Company, Inc. and Graphic Packaging Holdings, Inc.

By:	/S/    LUIS E. LEON         Luis E. Leon
	Chief Financial Officer of Graphic Packaging Corporation and Graphic Packaging International Corporation; Director of Graphic Packaging Holdings, Inc.

By:	/S/    JOHN S. NORMAN         John S. Norman
	Corporate Controller for Graphic Packaging International Corporation and Graphic Packaging Corporation

By: /S/    JOHN D. BECKETT         John D. Beckett   Director of Graphic Packaging International Corporation and Graphic Packaging Corporation

By:	/S/    WILLIAM K. COORS         William K. Coors
	Director of Graphic Packaging International Corporation and Graphic Packaging Corporation

II-9

By:	/S/    JAMES K. PETERSON
	James K. Peterson Director of Graphic Packaging International Corporation and Graphic Packaging Corporation

By: John Hoyt Stookey Director of Graphic Packaging International Corporation and Graphic Packaging Corporation

By:	/S/    HAROLD R. LOGAN, JR.
	Harold R. Logan, Jr. Director of Graphic Packaging International Corporation and Graphic Packaging Corporation

By:	/S/    BETH A. PARISH         Beth A. Parish
	Vice President, Treasurer and Director of Graphic Packaging Holdings, Inc. and Golden Equities, Inc.; Vice President and Treasurer of Golden Technologies Company, Inc.; President, Treasurer and Director of Lauener Engineering Limited and GAC Aluminum Corporation; Treasurer of Graphic Packaging International Corporation and Graphic Packaging Corporation

By:	/S/    JILL B.W. SISSON, ESQ.         Jill B.W. Sisson, Esq.
	Director of Graphic Packaging Holdings, Inc., Lauener Engineering Limited and GAC Aluminum Corporation; President and Director of Golden Equities, Inc.; General Counsel and Secretary of Graphic Packaging International Corporation and Graphic Packaging Corporation

By:	/S/    ESTHER KETTERING Esther Kettering
	Director of Golden Equities, Inc.

By:	/S/    DARDEN K. COORS         Darden K. Coors
	Director of Golden Equities, Inc.

II-10

EX-3.3

Exhibit 3.3

RESTATED CERTIFICATE OF INCORPORATION

OF

GRAPHIC PACKAGING CORPORATION

FIRST:    The name of the corporation is Graphic Packaging Corporation.

SECOND:    The registered office of the corporation in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware, and its registered agent is The Corporation Trust Company.

THIRD:    The purpose of the corporation and the nature and objects of the business to be transacted, promoted, and carried on are to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH:    The total number of shares of stock which the corporation shall have authority to issue is one thousand (1,000) shares of common stock, $.01 par value.

FIFTH:    Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such a manner as the said Court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

SIXTH:    The corporation shall indemnify any person against all liability and expense incurred by reason of his being or having been a director or officer of the corporation or his serving or having served at the request of the corporation, while an officer or director of the corporation, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to the full extent and in any manner permissible under the General Corporation Law of the State of Delaware, as in effect at any time. The corporation shall also indemnify any person who is serving or has served the corporation as director, officer, employee or agent to the extent and in the manner provided in any bylaw, resolution of the stockholders or directors, contract or otherwise, so long as such provision is legally permissible.

SEVENTH:    No director of the corporation shall have any personal liability to the corporation or to any of its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that this provision eliminating such personal liability of a director shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under § 174 of the General Corporation Law of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit.

EIGHTH:    The Board of Directors shall have the power to make, add to, delete from, alter, and repeal the By-Laws.

NINTH:    The corporation reserves the right to amend, alter, change, or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed by law and all rights conferred on officers, directors, and stockholders herein are granted subject to this reservation.

EX-3.4

Exhibit 3.4

BY- LAWS OF

C. P. ACQUISITION CORP.

ARTICLE I

MEETINGS OF STOCKHOLDERS

Section 1.    Annual Meeting.    The annual meeting of the stockholders of C. P. Acquisition Corp. (the “Corporation”) for the election of directors and for the transaction of such other business as may come before the meeting shall be on the third Thursday of May of each year, if not a legal holiday, and if a legal holiday, then on the next succeeding day not a legal holiday, at such time and at such location as shall be designated by the Board of Directors or at such other date, time, and location as the Board of Directors shall designate.

Section 2.    Special Meetings.    Special meetings of the stockholders, unless otherwise prescribed by statute, may be called at any time by the Board or the President and shall be called by the President or Secretary at the request in writing of stockholders of record owning at least fifty percentum of the shares of stock of the Corporation outstanding and entitled to vote.

Section 3.    Notice of Meetings.    Notice of the place, date and time of the holding of each annual and special meeting of the stockholders and, in the case of a special meeting, the purpose or purposes thereof, shall be given personally or by mail in a postage prepaid envelope to each stockholder entitled to vote at such meeting, not less than ten nor more than sixty days before the date of such meeting, and, if mailed, shall be directed to such stockholder at his address as it appears on the records of the Corporation, unless he shall have filed with the Secretary of the Corporation a written request that notices to him be mailed to some other address, in which case it shall be directed to him at such other address. Notice of any meeting of stockholders shall not be required to be given to any stockholder who shall attend such meeting in person or by proxy and shall not, at the beginning of such meeting, object to the transaction of any business because the meeting is not lawfully called or convened, or who shall, either before or after the meeting, submit a signed waiver of notice, in person or by proxy. Unless the Board of Directors shall fix, after the adjournment, a new record date for an adjourned meeting, notice of such adjourned meeting need not be given if the time and place to which the meeting shall be adjourned were announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the

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adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 4.    Place of Meetings.    Meetings of the stockholders may be held at such place, within or without the State of Delaware, as the Board of Directors or the officer calling the same shall specify in the notice of such meeting, or in a duly executed waiver of notice thereof.

Section 5.    Quorum.    At all meetings of the stockholders the holders of a majority of the votes of the shares of stock of the Corporation issued and outstanding and entitled to vote shall be present in person or by proxy to constitute a quorum for the transaction of any business, except when stockholders are required to vote by class, in which event a majority of the issued and outstanding shares of the appropriate class shall be present in person or by proxy, or except as otherwise provided by statute or in the Certificate of Incorporation. In the absence of a quorum, the holders of a majority of the shares of stock present in person or by proxy and entitled to vote, or if no stockholder entitled to vote is present, then any officer of the Corporation may adjourn the meeting from time to time. At any such adjourned meeting at which a quorum may be present any business may be transacted which might have been transacted at the meeting as originally called.

Section 6.    Organization.    At each meeting of the stockholders, the President, or in his absence or inability to act, any person chosen by a majority of those stockholders present, in person or by proxy and entitled to vote, shall act as chairman of the meeting. The Secretary, or in his absence or inability to act, any person appointed by the chairman of the meeting, shall act as secretary of the meeting and keep the minutes thereof.

Section 7.    Order of Business.    The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting.

Section 8.    Voting.    Except as otherwise provided by statute, by the Certificate of Incorporation, or by any certificate duly filed in the State of Delaware pursuant to Section 151 of the Delaware General Corporation Law, each holder of record of shares of stock of the Corporation having voting power shall be entitled at each meeting of the stockholders to one vote for every share of such stock standing in his name on the record of stockholders of the Corporation on the date fixed by the Board of Directors as the record date for the determination of the stockholders who shall be entitled to notice of and to vote at such meeting; or if such record date shall not have been so fixed, then at the close of business on the day next preceding the date on which notice thereof shall be given, or if notice is waived, at the close of business on the day next

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preceding the day on which the meeting is held; or each stockholder entitled to vote at any meeting of stockholders may authorize another person or persons to act for him by a proxy signed by such stockholder or his attorney-in-fact. Any such proxy shall be delivered to the secretary of such meeting at or prior to the time designated in the order of business for so delivering such proxies. No proxy shall be valid after the expiration of three years from the date thereof, unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the stockholder executing it, except in those cases where an irrevocable proxy is permitted by law. Except as otherwise provided by statute, these By-Laws, or the Certificate of Incorporation, any corporate action to be taken by vote of the stockholders shall be authorized by a majority of the total votes, or when stockholders are required to vote by class by a majority of the votes of the appropriate class, cast at a meeting of stockholders by the holders of shares present in person or represented by proxy and entitled to vote on such action. Unless required by statute, or determined by the chairman of the meeting to be advisable, the vote on any question need not be by written ballot. On a vote by written ballot, each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy, and shall state the number of shares voted.

Section 9.    List of Stockholders.    The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 10.    Inspectors.    The Board of Directors may, in advance of any meeting of stockholders, appoint one or more inspectors to act at such meeting or any adjournment thereof. If the inspectors shall not be so appointed or if any of them fail to appear or act, the chairman of the meeting may, and on the request of any stockholder entitled to vote thereat shall appoint inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors shall determine, based upon the number of shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and

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determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the chairman of the meeting of any stockholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, request or matter determined by them and shall execute a certificate of any fact found by them. No director or candidate for the office of director shall act as inspector of an election of directors. Inspectors need not be stockholders.

Section 11.    Consent of Stockholders in Lieu of Meeting.    Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, the meeting and vote of stockholders can be dispensed with unless the Certificate of Incorporation provides otherwise, with the written consent of the holders of not less than the minimum percentage of the total vote required by statute for the proposed corporate action, and provided that prompt notice must be given to all stockholders not signing such written consent of the taking of corporate action without a meeting and by less than unanimous written consent.

ARTICLE II

BOARD OF DIRECTORS

Section 1.    General Powers.    The business and affairs of the Corporation shall be managed by the Board of Directors. The Board of Directors may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by statute or the Certificate of Incorporation directed or required to be exercised or done by the stockholders.

Section 2.    Number, Qualifications, Election, and Term of Office.    The number of directors of the Corporation shall be not less than one nor more than seven but, by vote of a majority of the entire Board or amendment of these By-Laws, the number thereof may be increased or decreased as may be so provided, subject to the provisions of Section 11 of this Article II. All of the directors shall be of full age. Directors need not be stockholders. Except as otherwise provided by statute or these By-Laws, the directors shall be elected at the annual meeting of the stockholders for the election of directors at which a quorum is present, and the persons receiving a plurality of the votes cast at such election shall be elected. Each director shall hold office until the next annual meeting of the stockholders and until his successor shall have been duly elected and qualified or until his death, or until he shall have resigned, or have been removed, as hereinafter provided in these By-Laws, or as otherwise provided by statute or the Certificate of Incorporation.

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Section 3.    Place of Meeting.    Meetings of the Board of Directors may be held at such place, within or without the State of Delaware, as the Board of Directors may from time to time determine or shall be specified in the notice or waiver of notice of such meeting.

Section 4.    First Meeting.    The Board of Directors shall meet for the purpose of organization, the election of officers, and the transaction of other business, as soon as practicable after each annual meeting of the stockholders, on the same day and at the same place where such annual meeting shall be held. Notice of such meeting need not be given. Such meeting may be held at any other time or place (within or without the State of Delaware) which shall be specified in a notice thereof given as hereinafter provided in Section 7 of this Article II.

Section 5.    Regular Meetings.    Regular meetings of the Board of Directors shall be held quarterly at such place as the Board of Directors may from time to time determine. If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting which would otherwise be held on that day shall be held at the same hour on the next succeeding business day. Notice of regular meetings of the Board of Directors need not be given except as otherwise required by statute or these By-Laws.

Section 6.    Special Meetings.    Special meetings of the Board of Directors may be called by one or more directors of the Corporation or by the President.

Section 7.    Notice of Meetings.    Notice of each special meeting of the Board of Directors (and of each regular meeting for which notice shall be required) shall be given by the Secretary as hereinafter provided in this Section 7, in which notice shall be stated the time and place of the meeting. Notice of each such meeting shall be delivered to each director either personally or by telephone, telegraph cable or wireless, at least twenty-four hours before the time at which such meeting is to be held or by first-class mail, postage prepaid, addressed to him at his residence, or usual place of business, mailed at least three business days before the day on which such meeting is to be held. Notice of any such meeting need not be given to any director who shall, either before or after the meeting, submit a signed waiver of notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of notice to him. Except as otherwise specifically required by these By-Laws, a notice or waiver of notice of any regular or special meeting need not state the purpose of such meeting.

Section 8.    Quorum and Manner of Acting.    A majority of the entire Board of Directors shall be present in person at any meeting of the Board of Directors in order to constitute a quorum for the transaction of business at such meeting, and, except as otherwise expressly required by statute or the Certificate of

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Incorporation, the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum at any meeting of the Board of Directors, a majority of the directors present thereat, or if no director be present, the Secretary, may adjourn such meeting to another time arid place, or such meeting, unless it be the first meeting of the Board of Directors, need not be held. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. Except as provided in Article III of these By-Laws, the directors shall act only as a Board and the individual directors shall have no power as such.

Section 9.    Organization.    At each meeting of the Board of Directors, the President, or, in his absence or inability to act, another director chosen by a majority of the directors present shall act as chairman of the meeting and preside thereat. The Secretary (or, in his absence or inability to act, any person appointed by the chairman) shall act as secretary of the meeting and keep the minutes thereof.

Section 10.    Resignations.    Any director of the Corporation may resign at any time by giving written notice of his resignation to the Board of Directors or the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 11.    Vacancies.    Vacancies may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or holders of at least ten percent of the votes of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. Except as otherwise provided in these By-Laws, when one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so

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chosen shall hold office as provided in this section in the filling of other vacancies.

Section 12.    Removal of Directors.    Except as otherwise provided in the Certificate of Incorporation or in these By-Laws, any director may be removed, either with or without cause, at any time, by the affirmative vote of a majority of the votes of the issued and outstanding stock entitled to vote for the election of directors of the Corporation given at a special meeting of the stockholders called and held for the purpose; and the vacancy in the Board of Directors caused by any such removal may be filled by such stockholders at such meeting, or, if the stockholders shall fail to fill such vacancy, as in these By-Laws provided.

Section 13.    Compensation.    The Board of Directors shall have authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity, provided no such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 14.    Action Without Meeting    Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

ARTICLE III

OFFICERS

Section 1.    Number and Qualifications.    The officers of the Corporation shall be the President, Vice President, Secretary, and Treasurer. Any two or more offices may be held by the same person. Such officers shall be elected from time to time by the Board of Directors, each to hold office until the meeting of the Board of Directors following the next annual meeting of the stockholders, or until his successor shall have been duly elected and shall have qualified, or until his death, or until he shall have resigned, or have been removed, as hereinafter provided in these By-Laws. The Board of Directors may from time to time elect, or the President may appoint, such other officers (including one or more Assistant Vice Presidents, Assistant Secretaries, and Assistant Treasurers), and such agents, as may be necessary or desirable for the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as may be prescribed by the Board of Directors or by the appointing authority.

Section 2.    Resignations.    Any officer of the Corporation may resign at arty time by giving written notice of his resignation to the Board of Directors, the President or the

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Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 3.    Removal.    Any officer or agent of the Corporation may be removed, either with or without cause, at any time, by the vote of the majority of the entire Board of Directors at any meeting of the Board of Directors, or, except in the case of an officer or agent elected or appointed by the Board of Directors, by the President. Such removal shall be without prejudice to the contractual rights, if any, of the person so removed.

Section 4.    Vacancies.    A vacancy in any office, whether arising from death, resignation, removal or any other cause, may be filled for the unexpired portion of the term of the office which shall be vacant, in the manner prescribed in these By-Laws for the regular election or appointment of such office.

Section 5.    Officers’ Bonds or Other Security.    If required by the Board of Directors, any officer of the Corporation shall give a bond or other security for the faithful performance of his duties, in such amount and with such surety or sureties as the Board of Directors may require.

Section 6.    Compensation.    The compensation of the officers of the Corporation for their services as such officers shall be fixed from time to time by the Board of Directors; provided, however, that the Board of Directors may delegate to the President the power to fix the compensation of officers and agents appointed by the President. An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that he is also a director of the Corporation.

Section 7.    President.    The President shall be the Chief Executive Officer of the Corporation and shall have the general and active management of the business of the Corporation and general and active supervision and direction over the other officers, agents and employees and shall see that their duties are properly performed. He shall, if present, preside at each meeting of the stockholders and of the Board of Directors and shall be an ex-officio member of all committees of the Board of Directors. He shall perform all duties incident to the office of President and Chief Executive Officer and such other duties as may from time to time be assigned to him by the Board of Directors.

Section 8.    Vice-President.    The Vice-President shall be vested with all the powers and shall be required to perform all the duties of the President in his absence or disability and shall perform such other duties as may be prescribed by the Board of Directors or the President.

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Section 9.    Secretary.     The Secretary shall:

(a)    Keep or cause to be kept in one or more books provided for that purpose, the minutes of the meetings of the Board of Directors, the committees of the Board of Directors and the stockholders;

(b)    See that all notices are duly given in accordance with the provisions of these By-Laws and as required by law;

(c)    Be custodian of the records and the seal of the Corporation and affix and attest the seal to all stock certificates of the Corporation (unless the seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and affix and attest the seal to all other documents to be executed on behalf of the Corporation under its seal;

(d)    See that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and

(e)    In general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors or the President.

Section 10.    Treasurer.    The Treasurer shall be the chief financial officer of the Corporation and shall exercise general supervision over the receipt, custody, and disbursements of Corporate funds. He shall have such further powers and duties as may be conferred upon him from time to time by the President or the Board of Directors.

ARTICLE IV

INDEMNIFICATION

The Corporation, by action of the Board of Directors, may, to the fullest extent permitted by the General Corporation Law of Delaware, indemnify any and all persons who it shall have power to indemnify against any and all of the expenses, liabilities or other matters.

ARTICLE V

FISCAL YEAR

The fiscal year of the Corporation shall be as established from time to time by resolution of the Board of Directors.

ARTICLE VI

SEAL

The Board of Directors shall provide a corporate seal, which shall be in the form of the name of the Corporation and the words and figures “Corporate Seal 1988, Delaware”.

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ARTICLE VII

AMENDMENTS

These By-Laws may be amended or repealed, or new By-Laws may be adopted, (1) at any annual or special meeting of the stockholders, by a majority of the total votes of the stockholders, present or in person or represented by proxy and entitled to vote on such action; provided, however, that the notice of such meeting shall have been given as provided in these By-Laws, which notice shall mention that amendment or repeal of these By-Laws, or the adoption of new By-Laws, is one of the purposes of such meeting; (2) by written consent of the stockholders pursuant to Section 11 of Article I; or (3) by action of the Board of Directors.

I, the undersigned, Secretary of the Corporation, do hereby certify that the foregoing is a true, complete, and accurate copy of the By-laws of C. P. Acquisitions Corp., duly adopted on the 22nd day of September, 1988, and I do further certify that these By-laws have not since been altered, amended, repealed, or rescinded, and are now in full force and effect.

                                                                                                  Secretary

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AMENDMENT TO BYLAWS

OF

GRAPHIC PACKAGING CORPORATION*

1.     Article I, Section 6 is amended to read in its entirety as follows:

“Section 6.    Organization.    At each meeting of the stockholders, the Chairman of the Board or, in his absence or inability to act, the Vice-Chairman of the Board (if any) or, in their absence or inability to act, any person chosen by a majority of the stockholders present in person or by proxy and entitled to vote, shall act as chairman of the meeting. The Secretary or, at his request or in his absence or inability to act, an Assistant Secretary, or, in their absence or inability to act, any person appointed by the chairman of the meeting, shall act as secretary of the meeting and keep minutes of the meeting.”

2.    Article II, Section 9 is amended to read in its entirety as follows:

“Section 9.    Organization.    At each meeting of the Board of Directors, the Chairman of the Board or, in his absence or inability to act, the Vice-Chairman of the Board (if any) or, in their absence or inability to act, another director chosen by a majority of the directors present, shall act as chairman of the meeting. The Secretary or, at his request or in his absence or inability to act, an Assistant Secretary, or, in their absence or inability to act, any person appointed by the chairman of the meeting, shall act as secretary of the meeting and keep minutes of the meeting.”

3.     Article III is amended to read in its entirety as follows:

*Formerly the Bylaws of C.P. Acquisition Corp. and adopted as the Bylaws of Graphic Packaging Corporation shortly after the merger of C.P. Acquisition Corp. into Graphic Packaging Corporation.

“ARTICLE III

Officers

Section 1.    Number.    The officers of the Corporation shall be a Chairman of the Board of Directors (sometimes herein called the Chairman), a President, a Secretary, a Treasurer, and such Vice-Presidents or other officers as may be appointed or elected in accordance with Sections 2 and 3 of this Article III.

Section 2.    Election, Term of Office and Qualifications. The officers of the Corporation shall be elected at the annual meeting of the Board of Directors or at such other meetings as the Board of Directors deems appropriate. Each officer shall continue in office until the earliest of when his successor is duly elected and qualified, the effective date of his resignation, or when he is removed in the manner provided herein.

Section 3.    Other Officers and Agents.    The Board of Directors may appoint such other officers and agents as it may deem necessary, including a Vice-Chairman of the Board, a Chief Executive Officer, one or more Executive Vice-Presidents, additional Vice-Presidents, one or more Assistant Treasurers, and one or more Assistant Secretaries, each of whom shall hold office for such period, have such authority and perform such duties as are provided by these Bylaws or as the Board of Directors may from time to time determine. The Board of Directors may delegate to any officer the power to appoint and to prescribe the authority and duties of any such other officers or agents. An Assistant Secretary or an Assistant Treasurer also may be appointed when and as needed by the Chief Executive Officer; by the Secretary, but only as to an Assistant Secretary; or by the Treasurer, but only as to an Assistant Treasurer.

Section 4.    Removal.    Any officer or agent may be removed, either with or without cause, by the Board of Directors at any regular or special meeting thereof or by any committee or superior officer upon whom such power of removal may be conferred by the Board of Directors.

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Section 5.    Resignation.    Any officer may resign at any time by giving written notice to the Board of Directors or to the Chairman, Chief Executive Officer, or Secretary of the Corporation. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6.    Vacancies.    A vacancy in office because of death, resignation, removal, disqualification or any other cause may be filled for the unexpired portion of the term by the Board of Directors.

Section 7.    Salaries.    The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

Section 8.    Chairman of the Board.    The Chairman of the Board shall preside at meetings of the stockholders and directors as provided in Article I, Section 6 and Article III, Section 9 of these bylaws, and shall perform such other duties as may from time to time be assigned to him by the Board of Directors.

Section 9.    Vice Chairman of the Board.    The Vice Chairman of the Board, if one is elected by the Board of Directors, shall preside at meetings of the stockholders and directors in the absence or inability to act of the Chairman, as provided in Article I, Section 6 and Article III, Section 9 of these bylaws, and shall perform such other duties as may from time to time be assigned to him by the Board of Directors.

Section 10.    Chief Executive Officer.    The Chief Executive Officer, if one is elected by the Board of Directors, shall perform all duties customarily delegated to the chief executive officer of a corporation and such other duties as may from time to time be assigned to him by the Board of Directors and these Bylaws. At the request of the Chairman, or in his absence or inability to act, the Chief Executive Officer shall perform all of the duties of the Chairman, and when so acting, he shall have all the

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powers of and be subject to all the restrictions upon the Chairman.

Section 11.    President.    If there is no Chief Executive Officer, the President shall perform the duties of the Chief Executive Officer as described in Section 10 of this Article III; otherwise, the President shall be responsible to the Chief Executive Officer for the day to day operations of the Corporation and shall perform such other duties as may be assigned to him by the Board of Directors or the Chief Executive Officer.

Section 12.    Vice-Presidents.    Vice-Presidents, including Executive Vice-Presidents, shall perform the duties, exercise the powers, and assume the responsibilities granted to them by the Board of Directors from time to time. Unless provided otherwise by the Board, an Executive Vice-President may perform any duty prescribed in these Bylaws for a Vice-President.

Section 13.    The Secretary.    The Secretary shall:

(a)    Keep the minutes of the meetings of the stockholders and of the Board of Directors in books provided for that purpose.

(b)    See that all notices are duly given in accordance with these Bylaws and as required by law.

(c)    Be custodian of the records and of the seal of the Corporation.

(d)    Maintain a register of the current post office address of each stockholder, make periodic updates thereof, make other changes in such register as necessary, and retain and file his authority for all such entries.

(e)    See that the books, reports, statements, certificates, and all other documents and records required by law are properly kept and filed.

(f)    In general, perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him by the Board of Directors or the Chief Executive Officer.

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Section 14.    Assistant Secretary.    In the absence or inability to act or at the request of the Secretary, an Assistant Secretary shall perform the duties of the Secretary and, when so acting, shall have all the powers of, and be subject to, all of the restrictions upon, the Secretary. He shall perform such other duties as may from time to time be assigned to him by the Board of Directors, the Chief Executive Officer, or the Secretary.

Section 15.    The Treasurer.    The Treasurer shall:

(a)    Have the charge and custody of, and be responsible for, all funds and securities of the Corporation and deposit all such funds in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with these Bylaws.

(b)    At all reasonable times exhibit his books of account and records to any of the directors of this Corporation upon application during business hours at the office of this Corporation.

(c)    Render a statement of the condition of the finances of the Corporation at all regular meetings of the Board of Directors and a full financial report at the annual meeting of the stockholders, if called upon so to do.

(d)    Receive, and give receipts for, monies due and payable to the Corporation from any source whatsoever.

(e)    In general, perform all of the duties incident to the office of Treasurer and such other duties as may, from time to time, be assigned to him by the Board of Directors or the Chief Executive Officer.

Section 16.    Assistant Treasurer.    In the absence or inability to act or at the request of the Treasurer, an Assistant Treasurer shall perform the duties of the Treasurer and, when so acting, shall have all of the duties and powers of, and be subject to all of the restrictions upon, the Treasurer. He shall perform such other duties as may from time to time be assigned to him by the Board of Directors, the Chief Executive Officer or the Treasurer.

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Section 17.    Surety Bonds.    The Board of Directors may require any officer or agent of the Corporation to execute and deliver to the Corporation a bond in such sums and with such sureties as shall be satisfactory to the Board, conditioned upon the faithful performance of his duties and for the restoration to the Corporation of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.”

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EX-4.7

Exhibit 4.7

GRAPHIC PACKAGING CORPORATION,

as Issuer,

THE GUARANTORS NAMED HEREIN,

and

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,

as Trustee

Indenture

Dated as of February 28, 2002,

As Amended by the First Supplemental Indenture, Dated as of April [    ], 2002

8 ⁵/8% Senior Subordinated Notes due 2012

CROSS-REFERENCE TABLE

TIA Sections	Indenture Sections
§ 310(a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.10
(b)	7.08; 7.10
(c)	N.A.
§ 311(a)	7.12
(b)	7.12
(c)	N.A.
§ 312(a)	2.15
(b)	13.14
(c)	13.14
§ 313(a)	7.06
(b)(1)	7.06
(b)(2)	7.06; 7.07
(c)	7.05; 7.06; 13.02
(d)	7.06
§ 314(a)	4.15; 13.02
(b)	N.A.
(c)(1)	13.03
(c)(2)	13.03
(c)(3)	N.A.
(d)	N.A.
(e)	13.04
(f)	N.A.
§ 315(a)	7.01; 7.02
(b)	7.05; 13.02
(c)	7.01
(d)	7.02
(e)	6.11
§ 316(a) (last sentence)	N.A.
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	N.A.
(b)	6.07
(c)	N.A.
§ 317(a)(1)	6.08
(a)(2)	6.09
(b)	2.05
§ 318(a)	13.01
(b)	N.A.
(c)	13.01

N.A. means not applicable.

Note: The Cross-Reference Table shall not for any purpose be deemed to be a part of the Indenture.

TABLE OF CONTENTS

		Page
ARTICLE I	DEFINITIONS AND INCORPORATION BY REFERENCE	1
Section 1.01.	Definitions	1
Section 1.02.	Incorporation by Reference of Trust Indenture Act	29
Section 1.03.	Rules of Construction	29
ARTICLE II	THE NOTES	30
Section 2.01.	Form and Dating	30
Section 2.02.	Restrictive Legends	31
Section 2.03.	Execution, Authentication and Denominations	32
Section 2.04.	Registrar and Paying Agent	33
Section 2.05.	Paying Agent to Hold Money in Trust	34
Section 2.06.	Transfer and Exchange	34
Section 2.07.	Book-Entry Provisions for Global Notes	35
Section 2.08.	Special Transfer Provisions	37
Section 2.09.	Replacement Notes	39
Section 2.10.	Outstanding Notes	39
Section 2.11.	Temporary Notes	40
Section 2.12.	Cancellation	40
Section 2.13.	CUSIP Numbers	41
Section 2.14.	Defaulted Interest	41
Section 2.15.	Holder Lists	41
Section 2.16.	Issuance of Additional Notes	41
ARTICLE III	REDEMPTION	42
Section 3.01.	Right of Redemption	42
Section 3.02.	Notices to Trustee	42
Section 3.03.	Selection of Notes to Be Redeemed	43
Section 3.04.	Notice of Redemption	43
Section 3.05.	Effect of Notice of Redemption	44
Section 3.06.	Deposit of Redemption Price	44
Section 3.07.	Payment of Notes Called for Redemption	44
Section 3.08.	Notes Redeemed in Part	45
ARTICLE IV	COVENANTS	45
Section 4.01.	Payment of Notes	45
Section 4.02.	Limitation on Indebtedness	45
Section 4.03.	Limitation on Restricted Payments	47
Section 4.04.	Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	51
Section 4.05.	Limitation on the Issuance and Sale of Capital Stock of Restricted Subsidiaries	52
Section 4.06.	Limitation Layering	53
Section 4.07.	Limitation on Transactions with Affiliates	53
Section 4.08.	Limitation on Liens	54
Section 4.09.	Limitation on Asset Sales	55
Section 4.10.	Additional Subsidiary Guarantees	56
Section 4.11.	Repurchase of Notes upon a Change of Control	56
Section 4.12.	Payment of Taxes and Other Claims	57

Section 4.13.	Notice of Defaults	57
Section 4.14.	Compliance Certificates	57
Section 4.15.	Commission Reports and Reports to Holders	57
Section 4.16.	Waiver of Stay, Extension or Usury Laws	57
ARTICLE V	SUCCESSOR CORPORATION	58
Section 5.01.	When Company May Merge, Etc	58
Section 5.02.	Successor Substituted	59
ARTICLE VI	DEFAULT AND REMEDIES	59
Section 6.01.	Events of Default	59
Section 6.02.	Acceleration	60
Section 6.03.	Other Remedies	61
Section 6.04.	Waiver of Past Defaults	61
Section 6.05.	Control by Majority	61
Section 6.06.	Limitation on Suits	61
Section 6.07.	Rights of Holders to Receive Payment	62
Section 6.08.	Collection Suit by Trustee	62
Section 6.09.	Trustee May File Proofs of Claim	63
Section 6.10.	Priorities	63
Section 6.11.	Undertaking for Costs	63
Section 6.12.	Restoration of Rights and Remedies	64
Section 6.13.	Rights and Remedies Cumulative	64
Section 6.14.	Delay or Omission Not Waiver	64
ARTICLE VII	TRUSTEE	64
Section 7.01.	General	64
Section 7.02.	Certain Rights of Trustee	64
Section 7.03.	Individual Rights of Trustee	66
Section 7.04.	Trustee’s Disclaimer	66
Section 7.05.	Notice of Default	66
Section 7.06.	Reports by Trustee to Holders	66
Section 7.07.	Compensation and Indemnity	66
Section 7.08.	Replacement of Trustee	67
Section 7.09.	Successor Trustee by Merger, Etc	68
Section 7.10.	Eligibility; Disqualification	68
Section 7.11.	Money Held in Trust	68
Section 7.12.	Preferential Collection of Claims Against Company	68
ARTICLE VIII	DISCHARGE OF INDENTURE	68
Section 8.01.	Termination of Company’s Obligations	68
Section 8.02.	Defeasance and Discharge of Indenture	69
Section 8.03.	Defeasance of Certain Obligations	71
Section 8.04.	Application of Trust Money	73
Section 8.05.	Repayment to Company	73
Section 8.06.	Reinstatement	73
ARTICLE IX	AMENDMENTS, SUPPLEMENTS AND WAIVERS	74
Section 9.01.	Without Consent of Holders	74
Section 9.02.	With Consent of Holders	74
Section 9.03.	Revocation and Effect of Consent	75
Section 9.04.	Notation on or Exchange of Notes	76
Section 9.05.	Trustee to Sign Amendments, Etc	76

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Section 9.06.	Conformity with Trust Indenture Act	76
ARTICLE X	SUBORDINATION	76
Section 10.01.	Agreement To Subordinate	76
Section 10.02.	Liquidation, Dissolution, Bankruptcy	76
Section 10.03.	Default on Senior Indebtedness	77
Section 10.04.	Acceleration of Payment of Notes	78
Section 10.05.	When Distribution Must Be Paid Over	78
Section 10.06.	Subrogation	78
Section 10.07.	Relative Rights	78
Section 10.08.	Subordination May Not Be Impaired	79
Section 10.09.	Rights of Trustee and Paying Agent	79
Section 10.10.	Distribution or Notice to Representative	79
Section 10.11.	Article X Not To Prevent Events of Default or Limit Right To Accelerate	79
Section 10.12.	Trust Moneys Not Subordinated	79
Section 10.13.	Trustee Entitled To Rely	80
Section 10.14.	Trustee To Effectuate Subordination	80
Section 10.15.	Trustee Not Fiduciary for Holders of Senior Indebtedness	80
Section 10.16.	Reliance by Holders of Senior Indebtedness on Subordination Provisions	80
ARTICLE XI	GUARANTEES	81
Section 11.01.	Absolute and Unconditional Guarantee	81
Section 11.02.	Severability	82
Section 11.03.	Release of a Guarantor	82
Section 11.04.	Limitation of Guarantor’s Liability	82
Section 11.05.	Subsidiary Guarantors May Consolidate, Etc., on Certain Terms	83
Section 11.06.	Contribution	83
Section 11.07.	Waiver of Subrogation	83
Section 11.08.	Execution of Guarantee	84
ARTICLE XII	SUBORDINATION	84
Section 12.01.	Agreement To Subordinate	84
Section 12.02.	Liquidation, Dissolution, Bankruptcy	85
Section 12.03.	Default on Senior Indebtedness	85
Section 12.04.	Acceleration of Payment of Notes	86
Section 12.05.	When Distribution Must Be Paid Over	86
Section 12.06.	Subrogation	86
Section 12.07.	Relative Rights	86
Section 12.08.	Subordination May Not Be Impaired	87
Section 12.09.	Rights of Trustee and Paying Agent	87
Section 12.10.	Distribution or Notice to Representative	87
Section 12.11.	Article X Not To Prevent Events of Default or Limit Right To Accelerate	87
Section 12.12.	Trust Moneys Not Subordinated	87
Section 12.13.	Trustee Entitled To Rely	88
Section 12.14.	Trustee To Effectuate Subordination	88
Section 12.15.	Trustee Not Fiduciary for Holders of Senior Indebtedness	88
Section 12.16.	Reliance by Holders of Senior Indebtedness on Subordination Provisions	88
ARTICLE XIII	MISCELLANEOUS	89
Section 13.01.	Trust Indenture Act of 1939	89
Section 13.02.	Notices	89
Section 13.03.	Certificate and Opinion as to Conditions Precedent	90
Section 13.04.	Statements Required in Certificate or Opinion	90

iii

Section 13.05.	Rules by Trustee, Paying Agent or Registrar	90
Section 13.06.	Payment Date Other Than a Business Day	90
Section 13.07.	Governing Law	91
Section 13.08.	No Adverse Interpretation of Other Agreements	91
Section 13.09.	No Recourse Against Others	91
Section 13.10.	Successors	91
Section 13.11.	Duplicate Originals	91
Section 13.12.	Separability	91
Section 13.13.	Table of Contents, Headings, Etc	91
Section 13.14.	Communication by Holders of Notes with Other Holders of Notes	91

Note:    The Table of Contents shall not for any purpose be deemed to be a part of the Indenture.

iv

INDENTURE, dated as of February 28, 2002, as amended by the First Supplemental Indenture, dated as of April [    ], 2002, among GRAPHIC PACKAGING CORPORATION, a Delaware corporation (the “Company”), each of the Guarantors named herein, as guarantors (the “Guarantors”), and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking association, as Trustee (the “Trustee”).

RECITALS

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of (1) the Company’s 8 ⁵/8% Senior Subordinated Notes due 2012 (the “Initial Notes”), (2) if and when issued pursuant to a registered exchange for Initial Securities, the Company’s 8 ⁵/8% Senior Subordinated Notes due 2012 (the “Exchange Notes”), (3) if and when issued pursuant to a private exchange for Initial Securities, the Company’s 8 ⁵/8% Senior Subordinated Notes due 2012 (the “Private Exchange Notes”) and (4) if and when issued, any Additional Notes (as defined herein, and together with the Private Exchange Notes, the Exchange Notes and the Initial Notes, the “Notes”).

This Indenture is subject to, and shall be governed by, the provisions of the Trust Indenture Act of 1939, as amended (“TIA”) that are required to be a part of and to govern indentures qualified under the TIA.

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.    Definitions.

“Additional Assets” means:

(i) any property or other assets (other than Indebtedness and Capital Stock) used in a Related Business;

(ii) the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Parent or another Restricted Subsidiary; or

(iii) Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary;

provided, however, that any such Restricted Subsidiary described in clause (ii) or (iii) above is primarily engaged in a Related Business.

“Additional Interest” means the interest on the Notes (in addition to that set forth herein) that the Company may be required to pay pursuant to the terms of the Registration Rights Agreement and as such term is defined in the Registration Rights Agreement.

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“Additional Notes” means, subject to the Company’s compliance with Section 2.16, 8 ⁵/8% Senior Subordinated Notes due 2012 issued from time to time after the Closing Date under the terms of this Indenture (other than pursuant to Sections 2.06, 2.07, 2.09 and 3.08 and other than Exchange Notes or Private Exchange Notes issued pursuant to an exchange offer for other Notes outstanding under this Indenture).

“Adjusted Consolidated Net Income” means, for any period, the aggregate net income (or loss) of the Parent and its consolidated Subsidiaries for such period determined in conformity with GAAP; provided that the following items shall be excluded in computing Adjusted Consolidated Net Income (without duplication):

(i) any net income of any Person (other than the Parent) if such Person is not a Restricted Subsidiary, except that:

(A) subject to the exclusion contained in clause (iv) below, the Parent’s equity in the net income of any such Person for such period shall be included in such Adjusted Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Parent or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to a Restricted Subsidiary, to the limitations contained in clause (iii) below); and

(B) the Parent’s equity in a net loss of any such Person to the extent accounted for pursuant to the equity method of accounting for such period shall be included in determining such Adjusted Consolidated Net Income;

(ii) any net income (or loss) of any Person acquired by the Parent or a Subsidiary in a pooling of interests transaction for any period prior to the date of such acquisition;

(iii) any net income of any Restricted Subsidiary (other than the Company) if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Company (or, in the case of a Restricted Subsidiary of the Parent that is not the Company or a Subsidiary of the Company, the Parent), except that:

(A) subject to the exclusion contained in clause (iv) below, the Company’s (or, in the case of a Restricted Subsidiary of the Parent that is not the Company or a Subsidiary of the Company, the Parent’s) equity in the net income of any such Restricted Subsidiary for such period shall be included in such Adjusted Consolidated Net Income up to the aggregate amount of cash that could have been distributed by such Restricted Subsidiary during such period to the Company (or, in the case of a Restricted Subsidiary of the Parent that is not the Company or a

2

Subsidiary of the Company, the Parent) or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to another Restricted Subsidiary, to the limitation contained in this clause (iii)); and

(B) the Company’s (or, in the case of a Restricted Subsidiary of the Parent that is not the Company or a Subsidiary of the Company, the Parent’s) equity in a net loss of any such Restricted Subsidiary for such period shall be included in determining such Adjusted Consolidated Net Income;

(iv) any gain (or loss) realized upon the sale or other disposition of any assets of the Parent, its consolidated Subsidiaries or any other Person (including pursuant to any sale-and-leaseback arrangement) which is not sold or otherwise disposed of in the ordinary course of business and any gain (or loss) realized upon the sale or other disposition of any Capital Stock of any Person;

(v) extraordinary gains or losses; and

(vi) the cumulative effect of a change in accounting principles.

Notwithstanding the foregoing, for purposes of Section 4.03 only, there shall be excluded from Adjusted Consolidated Net Income any repurchases, repayments or redemptions of Investments, proceeds realized on the sale of Investments or return of capital to the Parent or a Restricted Subsidiary to the extent such repurchases, repayments, redemptions, proceeds or returns increase the amount of Restricted Payments permitted pursuant to clause (C)(4) of Section 4.03(a).

“Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. For purposes of the definitions of “Equity Offering” and “Permitted Holders” and Sections 4.03 and 4.07 only, “Affiliate” shall also mean any beneficial owner of Capital Stock representing 10% or more of the total voting power of the Voting Stock (on a fully diluted basis) of the Parent or of rights or warrants to purchase such Capital Stock (whether or not currently exercisable) and any Person who would be an Affiliate of any such beneficial owner pursuant to the first sentence hereof.

“Applicable Premium” means, with respect to a Note at any time, the greater of (i) 1.0% of the principal amount of such Note and (ii) the excess of (A) the present value at such time of (1) the redemption price of such Note at February 15, 2007 plus (2) all required interest payments due on such Note through February 15, 2007, computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the principal amount of such Note.

3

“Asset Sale” means any sale, lease, transfer or other disposition (including by way of merger, consolidation or similar transaction) in one transaction or a series of related transactions by the Parent or any of its Restricted Subsidiaries to any Person other than the Parent or any of its Restricted Subsidiaries of:

(i) all or any of the Capital Stock (other than directors’ or other legally required qualifying shares) of any Restricted Subsidiary (other than the Company);

(ii) all or substantially all of the property and assets of an operating unit or business of the Parent or any of its Restricted Subsidiaries; or

(iii) any other property and assets of the Parent or any of its Restricted Subsidiaries (other than the Capital Stock or assets of an Unrestricted Subsidiary) outside the ordinary course of business of the Parent or such Restricted Subsidiary;

provided that “Asset Sale” shall not include:

(A) a Permitted Investment or a Restricted Payment that is permitted by Section 4.03;

(B) a single transaction or a series of related transactions described in clauses (i), (ii) or (iii) above that have a fair market value of less than $1 million; or

(C) sales or other dispositions of equipment that has become worn out, obsolete or damaged or otherwise unsuitable for use in connection with the business of the Parent or its Restricted Subsidiaries;

provided, however, that (x) a disposition of Receivables and Related Assets shall not be deemed to constitute an Asset Sale and (y) a disposition of all or substantially all the assets of the Parent and its Restricted Subsidiaries taken as a whole or a sale of the Company’s Capital Stock will be governed by Sections 4.11 and 5.01 and not by Section 4.09.

“Average Life” means, at any date of determination with respect to any Indebtedness, the quotient obtained by dividing (i) the sum of the products of the number of years from such date of determination to the dates of each successive scheduled principal payment of such Indebtedness multiplied by the amount of such principal payment by (ii) the sum of all such principal payments.

“Bank Indebtedness” means all Obligations pursuant to the Credit Agreement.

“Blockage Notice” has the meaning provided in Section 10.03.

“Board of Directors” means the Board of Directors of the Parent or any committee thereof duly authorized to act on behalf of such Board.

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“Board Resolution” means a copy of a resolution, certified by the Secretary of the Parent or the Company, as applicable, to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” means each day other than a Saturday, a Sunday or a day on which commercial banking institutions are authorized or required by law to close in New York City.

“Capital Stock” means, with respect to any Person, any and all shares, interests, rights to purchase, warrants, options participations or other equivalents (however designated, whether voting or non-voting) in equity of such Person, including all common stock and preferred stock, but excluding any debt securities convertible into such equity.

“Capitalized Lease Obligations” means an obligation that is required to be classified and accounted for as a capital lease for financial reporting purposes in accordance with GAAP. The amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.

“Change of Control” means such time as:

(i) any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act) other than Permitted Holders becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (i) such person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35% of the total voting power of the Voting Stock of the Parent, provided, however, that the Permitted Holders beneficially own (as defined in Rules 13d-3 and 13d-5 of the Exchange Act), directly or indirectly, in the aggregate, a lesser percentage of the total voting power of the Voting Stock of the Parent than such other person or group and do not have the right or ability to elect a majority of the Board of Directors of the Parent (for purposes of this clause (i), such other “person” or “group” shall be deemed to beneficially own any Voting Stock of any other Person (the “specified entity”) held by any other Person (the “parent entity”), if such other person is the beneficial owner (as defined above in this clause (i)), directly or indirectly, of more than 35% of the total voting power of the Voting Stock of such parent entity and the Permitted Holders beneficially own (as defined in this proviso), directly or indirectly, in the aggregate a lesser percentage of the voting power of the Voting Stock of such parent entity and do not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the board of directors of such parent entity);

(ii) individuals who on the Closing Date constitute the Board of Directors (together with any new directors whose election by the Board of Directors or whose nomination for election by the Parent’s shareholders was approved by a vote of a majority of the members of the Board of Directors then in office who either were members of the Board of Directors on the Closing Date or whose election or nomination        

5

for election was previously so approved) cease for any reason to constitute a majority of the members of the Board of Directors then in office;

(iii) the Parent merges or consolidates with or into another Person or another Person merges or consolidates with or into the Parent, or all or substantially all of the assets of the Parent (determined on a consolidated basis) are sold to another Person (other than, in all such cases, a Person of which the Permitted Holders own more than 50% of the voting power of the Voting Stock), other than a transaction following which (A) in the case of a merger or consolidation transaction, holders of securities that represented 100% of the Voting Stock of the Parent immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own, directly or indirectly, a majority of the aggregate voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction and in substantially the same proportion as before the transaction and (B) in the case of a sale of assets transaction, the transferee Person becomes a Guarantor in respect of the Notes and a Subsidiary of the transferor of such assets; or

(iv) the Parent ceases to own, directly or indirectly, all of the Capital Stock of the Company (other than in connection with a merger of the Parent into the Company permitted by this Indenture).

“Closing Date” means the date on which the Notes are originally issued under this Indenture.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the TIA, then the body performing such duties at such time.

“Common Stock” means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of such Person’s common stock, whether now outstanding or issued after the date of this Indenture, including, without limitation, all series and classes of such common stock.

“Company” means the party named as such in the first paragraph of this Indenture until a successor replaces it pursuant to Article V of this Indenture and thereafter means the successor.

“Company Order” means a written request or order signed in the name of the Company (i) by its Chairman, a Vice Chairman, its President, its Chief Financial Officer or a Vice President and (ii) by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary and delivered to the Trustee; provided, however, that such written request or order may be signed by any two of the officers or directors listed in clause (i) above in lieu of being signed by one of such officers or directors listed in such clause (i) and one of the officers listed in clause (ii) above.

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“Consolidated Cash Flow” means, for any period, the sum of the amounts for such period of (i) Adjusted Consolidated Net Income, (ii) Consolidated Interest Expense, to the extent such amount was deducted in calculating Adjusted Consolidated Net Income, (iii) income taxes, to the extent such amount was deducted in calculating Adjusted Consolidated Net Income (other than income taxes (either positive or negative) attributable to extraordinary and non-recurring gains or losses or sales of assets), (iv) depreciation expense, to the extent such amount was deducted in calculating Adjusted Consolidated Net Income, (v) amortization expense, to the extent such amount was deducted in calculating Adjusted Consolidated Net Income, and (vi) all other non-cash items reducing Adjusted Consolidated Net Income (other than items that will require cash payments and for which an accrual or reserve is, or is required by GAAP to be, made), all as determined on a consolidated basis for the Parent and its Restricted Subsidiaries in conformity with GAAP. Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the depreciation and amortization and non-cash charges of, a Restricted Subsidiary shall be added to Adjusted Consolidated Net Income to compute Consolidated Cash Flow only to the extent (and in the same proportion, including by reason of minority interests) that the net income of such Restricted Subsidiary was included in calculating Adjusted Consolidated Net Income.

“Consolidated Interest Expense” means, for any period, the total interest expense of the Parent and its consolidated Restricted Subsidiaries, plus, to the extent not included in such total interest expense and to the extent incurred by the Parent or its Restricted Subsidiaries, without duplication:

(i) interest expense attributable to Capitalized Lease Obligations and interest expense attributable to leases constituting part of a Sale/Leaseback Transaction;

(ii) amortization of debt discount;

(iii) capitalized interest;

(iv) non-cash interest expense;

(v) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing;

(vi) net costs associated with Interest Rate Agreements;

(vii) interest incurred in connection with Investments in discontinued operations;

(viii) interest accruing on any Indebtedness of any other Person to the extent such Indebtedness is guaranteed by (or secured by the assets of) the Parent or any Restricted Subsidiary;

(ix) cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to

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any Person (other than the Parent) in connection with Indebtedness Incurred by such plan or trust; and

(x) any premiums, fees, discounts, expenses and losses on the sale of Receivables and Related Assets (and any amortization thereof) payable in connection with a Receivables Program, as determined on a consolidated basis in conformity with GAAP;

and less, to the extent included in such total interest expense, (A) the amortization during such period of capitalized financing costs associated with the Refinancing Transactions and (B) the amortization during such period of other capitalized financing costs; provided however, that the aggregate amount of amortization relating to any such other capitalized financing costs deducted in calculating Consolidated Interest Expense shall not exceed 3.5% of the aggregate amount of the financing giving rise to such capitalized financing costs.

“Corporate Trust Office” means the office of the Trustee at which the corporate trust business of the Trustee shall, at any particular time, be principally administered, which office is, at the date of this Indenture, located at 213 Court Street, Suite 902, Middletown, Connecticut 06457, Attention: Corporate Trust Services.

“Credit Agreement” means the Credit Agreement to be entered into among the Company, the lenders referred to therein, and Morgan Stanley Senior Funding, Inc. and Credit Suisse First Boston Corporation as Lead Arrangers, together with the related documents thereto (including the term loans and revolving loans thereunder and any guarantees and security documents), as amended, extended, renewed, restated, supplemented or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, and any agreement (and related document) governing Indebtedness incurred to Refinance, in whole or in part, the borrowings and commitments then outstanding or permitted to be outstanding under such Credit Agreement or a successor Credit Agreement, whether by the same or any other lender or group of lenders.

“Currency Agreement” means, in respect of a Person, any foreign exchange contract, currency swap agreement or other similar agreement designed to protect such Person against fluctuations in currency values.

“Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

“Depositary” shall mean The Depository Trust Company, its nominees, and their respective successors.

“Designated Senior Indebtedness” means (i) the Bank Indebtedness; and (ii) any other Senior Indebtedness of the Company which, at the date of determination, has an aggregate principal amount outstanding of, or under which, at the date of determination, the holders thereof are committed to lend up to, at least $10.0 million and is specifically designated by the Company in the instrument evidencing or governing such Senior Indebtedness as “Designated Senior Indebtedness” for purposes of this Indenture.

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“Equity Offering” means any primary offering of common stock of the Parent (other than Redeemable Stock) to Persons who are not Affiliates of the Parent other than (i) public offerings with respect to the Parent’s common stock registered on Form S-8 and (ii) issuances upon exercise of options by employees of the Parent or any of its Restricted Subsidiaries.

“Event of Default” has the meaning provided in Section 6.01.

“Excess Proceeds” has the meaning provided in Section 4.09.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Notes” means (i) any securities of the Company containing terms identical to the Notes (except that such Exchange Notes (A) shall be registered under the Securities Act and (B) shall have an interest rate equal to 8 ⁵/8% per annum, without provision for adjustment as provided in the fourth paragraph of Section 1 of the Notes) that are issued and exchanged for the Notes pursuant to the Registration Rights Agreement and this Indenture and (ii) Additional Notes, if any, issued pursuant to a registration statement filed with the Commission under the Securities Act.

“Fair market value” means the price that would be paid in an arm’s-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by the Board of Directors, whose determination shall be conclusive if evidenced by a Board Resolution.

“Fixed Charge Coverage Ratio” means the Interest Coverage Ratio; provided, however, that in calculating the Fixed Charge Coverage Ratio (i) Consolidated Interest Expense shall include and give pro forma effect to dividends paid on the Series B Convertible Preferred Stock and (ii) any such dividends on the Series B Convertible Preferred Stock shall be deducted from Adjusted Consolidated Net Income.

“Foreign Subsidiary” means any Restricted Subsidiary incorporated or organized in a jurisdiction other than the United States, any state thereof or the District of Columbia.

“GAAP” means generally accepted accounting principles in the United States of America as in effect as of the Closing Date, including, without limitation, those set forth in (i) the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, (ii) statements and pronouncements of the Financial Accounting Standards Board, (iii) in such other statements by such other entity as approved by a significant segment of the accounting profession and (iv) the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC. Unless otherwise specified, all ratios and computations contained or referred to in this Indenture shall be computed in conformity with GAAP applied on a consistent basis.

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“Global Notes” has the meaning provided in Section 2.01.

“guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for purposes of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term “guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “guarantee” when used as a verb shall have a correlative meaning.

“Guarantee” means a guarantee of the Notes by the Parent or any Subsidiary Guarantor, as the context requires.

“Guarantor” means the Parent and any Subsidiary Guarantor, as the context requires.

“Holder”, “Noteholder” or “Securityholder” means the Person in whose name a Note is registered on the Registrar’s books.

“Incur” means, with respect to any Indebtedness, to incur, create, issue, assume, guarantee or otherwise become liable for or with respect to, or become responsible for, the payment of, contingently or otherwise, such Indebtedness, including an “Incurrence” of Indebtedness by reason of a Person becoming a Restricted Subsidiary of the Parent. The term “Incurrence” when used as a noun shall have a correlative meaning. Solely for purposes of determining compliance with Section 4.02, (i) amortization of debt discount or the accretion of principal with respect to a noninterest bearing or other discount security and (ii) the payment of regularly scheduled interest in the form of additional Indebtedness of the same instrument or the payment of regularly scheduled dividends on Capital Stock in the form of additional Capital Stock of the same class and with the same terms will not be deemed to be the Incurrence of Indebtedness.

“Indebtedness” means, with respect to any Person at any date of determination (without duplication):

(i) the principal in respect of all indebtedness of such Person for borrowed money, including any premium on such indebtedness to the extent such premium has become due and payable;

(ii) the principal in respect of all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments (other than any non-negotiable notes issued to insurance carriers in lieu of maintenance of policy reserves in connection with workers’ compensation and liability insurance programs), including any premium on such indebtedness to the extent such premium has become due and payable;

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(iii) all obligations of such Person for the reimbursement of any obligor in respect of letters of credit or other similar credit instruments, but excluding obligations with respect to letters of credit (including trade letters of credit) securing obligations (other than obligations described in clauses (i) or (ii) above or clauses (iv) or (v) below) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if drawn upon, to the extent such drawing is reimbursed no later than the tenth Business Day following receipt by such Person of a demand for reimbursement);

(iv) all obligations of such Person to pay the deferred and unpaid purchase price of property or services, which purchase price is due more than six months after the date of placing such property in service or taking delivery and title thereto or the completion of such services, except Trade Payables;

(v) all Capitalized Lease Obligations of such Person;

(vi) all obligations of the type referred to in clauses (i) through (v) and (vii) of other Persons secured by a Lien on any asset of such Person, whether or not such obligation is assumed by such Person; provided that the amount of such obligation shall be deemed to be the lesser of (A) the fair market value of such asset at such date of determination and (B) the amount of such obligation so secured;

(vii) all obligations of the type referred to in clauses (i) through (v) of other Persons guaranteed by such Person to the extent such obligation is guaranteed by such Person; and

(viii) Hedging Obligations.

The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation, provided that:

(A) the principal amount of any noninterest bearing or other discount security at any date will be the principal amount thereof that would be shown on a balance sheet of such Person dated such date prepared in accordance with GAAP; and

(B) Indebtedness shall not include any liability for federal, state, local or other taxes.

Notwithstanding the foregoing, in connection with the purchase by the Parent or any Restricted Subsidiary of any business, the term “Indebtedness” will exclude post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 30 days thereafter.

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“Indenture” means this Indenture as originally executed or as it may be amended or supplemented from time to time by one or more indentures supplemental to this Indenture entered into pursuant to the applicable provisions of this Indenture.

“Initial Notes” means (i) $300,000,000 aggregate principal amount at maturity of 8 ⁵/8% Senior Subordinated Notes Due 2012 issued on the Closing Date and (ii) Additional Notes, if any, issued in a transaction exempt from the registration requirements of the Securities Act.

“Initial Purchasers” means (i) with respect to the Initial Notes issued on the Closing Date, Credit Suisse First Boston Corporation, Morgan Stanley & Co. Incorporated, ABN AMRO, Incorporated, U.S. Bancorp Piper Jaffray Inc. and Wells Fargo Brokerage Services, LLC and (ii) with respect to each issuance of Additional Notes, the Persons purchasing such Additional Notes under the related Purchase Agreement.

“Institutional Accredited Investor” means an institution that is an “accredited investor” as that term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

“Interest Coverage Ratio” means, on any Transaction Date, the ratio of

(i) the aggregate amount of Consolidated Cash Flow for the then most recent four consecutive fiscal quarters ending prior to such Transaction Date for which internal financial statements are available (the “Four Quarter Period”) to

(ii) the aggregate Consolidated Interest Expense during such Four Quarter Period.

In making the foregoing calculation:

(A) if the Parent or any Restricted Subsidiary has Incurred any Indebtedness since the beginning of such period that remains outstanding or if the transaction giving rise to the need to calculate the Interest Coverage Ratio is an Incurrence of Indebtedness, or both, Consolidated Cash Flow and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period;

(B) if the Parent or any Restricted Subsidiary has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of such period or if any Indebtedness is to be repaid, repurchased, defeased or otherwise discharged (in each case other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) on the date of the transaction giving rise to the need to calculate the Interest Coverage Ratio, Consolidated Cash Flow and Consolidated Interest Expense for such period shall be calculated on a pro forma basis as if such discharge had occurred on the first day of such period and as if the Parent or such Restricted Subsidiary had not earned the interest income actually earned during

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such period in respect of cash or Temporary Cash Investments used to repay, repurchase, defease or otherwise discharge such Indebtedness;

(C) if since the beginning of such period the Parent or any Restricted Subsidiary shall have made any Asset Sale, Consolidated Cash Flow for such period shall be reduced by an amount equal to Consolidated Cash Flow (if positive) directly attributable to the assets which are the subject of such Asset Sale for such period, or increased by an amount equal to Consolidated Cash Flow (if negative), directly attributable thereto for such period and Consolidated Interest Expense for such period shall be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of the Parent or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged with respect to the Parent and its continuing Restricted Subsidiaries in connection with such Asset Sale for such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent the Parent and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale);

(D) if since the beginning of such period the Parent or any Restricted Subsidiary (by merger or otherwise) shall have made an Investment in any Restricted Subsidiary (or any person which becomes a Restricted Subsidiary) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction requiring a calculation to be made hereunder, which constitutes all or substantially all of an operating unit of a business, Consolidated Cash Flow and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as if such Investment or acquisition occurred on the first day of such period; and

(E) if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Parent or any Restricted Subsidiary since the beginning of such period) shall have made any Asset Sale, any Investment or acquisition of assets that would have required an adjustment pursuant to clause (C) or (D) above if made by the Parent or a Restricted Subsidiary during such period, Consolidated Cash Flow and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto as if such Asset Sale, Investment or acquisition occurred on the first day of such period.

For purposes of this definition, whenever pro forma effect is to be given to an acquisition of assets, the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred in connection therewith, the pro forma calculations shall be determined in good faith by a responsible financial or accounting officer of the Parent and shall include, with respect to any period, the reduction in costs that were directly attributable to such acquisition and calculated on a basis that is consistent

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with Regulation S-X under the Securities Act as in effect and applied as of the Closing Date, as if such reduction in costs had been effected as of the beginning of such period. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months or, if shorter, at least equal to the remaining term of such Indebtedness).

“Interest Payment Date” means each semiannual interest payment date on February 15 and August 15 of each year, commencing August 15, 2002.

“Interest Rate Agreement” means, in respect of a Person, any interest rate swap agreement, interest rate cap agreement or other financial agreement or arrangement designed to protect such Person against fluctuations in interest rates.

“Investment” in any Person means any direct or indirect advance, loan or other extension of credit (including by way of guarantee or similar arrangement) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such Person and shall include:

(i) the designation of a Restricted Subsidiary as an Unrestricted Subsidiary; and

(ii) the fair market value of the Capital Stock (or any other Investment), held by the Parent or any of its Restricted Subsidiaries, of (or in) any Person that has ceased to be a Restricted Subsidiary, including, without limitation, by reason of any transaction permitted by clause (iii) of Section 4.05;

provided, however, that appreciation in the value of an Investment previously permitted by the terms of this Indenture shall not of itself constitute an Investment.

For purposes of the definition of “Unrestricted Subsidiary” set forth herein and Section 4.03:

(A) “Investment” shall include the portion (proportionate to the Parent’s equity interest in such Subsidiary) of the fair market value of the assets (net of liabilities (other than liabilities to the Parent or any of its Restricted Subsidiaries)) of any Restricted Subsidiary at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary,

(B) the fair market value of the assets (net of liabilities (other than liabilities to the Parent or any of its Restricted Subsidiaries)) of any Unrestricted Subsidiary at the time that such Unrestricted Subsidiary is designated a Restricted Subsidiary shall be considered a reduction in outstanding Investments and

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(C) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer;

in the case of each of (A), (B) and (C), as determined in good faith by the Board of Directors.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof or any agreement to give any security interest to the extent that the obligation to do so has arisen).

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“Net Cash Proceeds” means:

(i) with respect to any Asset Sale, the cash proceeds of such Asset Sale, including any cash payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not the interest, component thereof) when received (except to the extent such obligations are financed or sold with recourse to the Parent or any Restricted Subsidiary) and proceeds from the conversion of other property received when converted to cash, net of:

(A) all legal, accounting, investment banking and brokerage fees, title and recording tax expenses, commissions and other fees and expenses incurred, and all Federal, state, provincial, foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of such Asset Sale;

(B) all distributions and other payments required to be made to minority interest holders in Restricted Subsidiaries as a result of such Asset Sale;

(C) all payments made on any Indebtedness which is secured by any assets subject to such Asset Sale, in accordance with the terms of any Lien upon or other security agreement of any kind with respect to such assets, or which must by its terms, in order to obtain a necessary consent to such Asset Sale or by applicable law be repaid out of the proceeds from such Asset Sale;

(D) appropriate amounts to be provided by the Parent or any Restricted Subsidiary of the Parent as a reserve against any liabilities associated with such Asset Sale, including pension and other post employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as determined in conformity with GAAP; and

(E) all payments made with respect to liabilities directly associated with the assets which are the subject of the Asset Sale, including Trade Payables and other accrued liabilities; and

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(ii) with respect to any issuance or sale of Capital Stock, the cash proceeds of such issuance or sale, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

“Non-U.S. Person” means a person who is not a U.S. person, as defined in Regulation S.

“Obligations” means, with respect to any Indebtedness, all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements and other amounts payable pursuant to the documentation governing such Indebtedness.

“Offer to Purchase” means an offer to purchase Notes by the Company from the Holders commenced by mailing a notice to the Trustee and each Holder stating:

(i) the covenant of this Indenture pursuant to which the offer is being made and that all Notes validly tendered will be accepted for payment on a pro rata basis;

(ii) the purchase price and the date of purchase (which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed) (the “Payment Date”);

(iii) that any Note not tendered will continue to accrue interest pursuant to its terms;

(iv) that, unless the Company defaults in the payment of the purchase price, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest on and after the Payment Date;

(v) that Holders electing to have a Note purchased pursuant to the Offer to Purchase will be required to surrender the Note, together with the form entitled “Option of the Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day immediately preceding the Payment Date;

(vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the third Business Day immediately preceding the Payment Date, a telegram, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; and

(vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples thereof.

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On the Payment Date, the Company shall:

(A) accept for payment on a pro rata basis Notes or portions thereof tendered pursuant to an Offer to Purchase;

(B) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted; and

(C) deliver, or cause to be delivered, to the Trustee all Notes or portions thereof so accepted together with an Officers’ Certificate specifying the Notes or portions thereof accepted for payment by the Company.

The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples thereof. The Company will publicly announce the results of an Offer to Purchase as soon as practicable after the Payment Date. The Trustee shall act as the Paying Agent for an Offer to Purchase. The Company will comply with Rule 

14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable, in the event that the Company is required to repurchase Notes pursuant to an Offer to Purchase.

“Offering Circular” means the Offering Circular, dated February 14, 2002, relating to the Notes.

“Officer” means, with respect to any Person, (i) the Chairman of the Board, the President, any Vice President, or the Chief Financial Officer, and (ii) the Treasurer or any Assistant Treasurer, or the Secretary or any Assistant Secretary.

“Officers’ Certificate” means a certificate signed by one Officer listed in clause (i) of the definition thereof and one Officer listed in clause (ii) of the definition thereof. Each Officers’ Certificate (other than certificates provided pursuant to TIA Section 314(a)(4)) shall include the statements provided for in TIA Section 314(e).

“Offshore Global Note” has the meaning provided in Section 2.01.

“Offshore Physical Notes” has the meaning provided in Section 2.01.

“Opinion of Counsel” means a written opinion signed by legal counsel who may be an employee of or counsel to the Parent or the Company. Each such Opinion of Counsel shall include the statements provided for in TIA Section 314(e).

“Parent” means Graphic Packaging International Corporation and any successor thereto.

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“Paying Agent” has the meaning provided in Section 2.04, except that, for the purposes of Article VIII, the Paying Agent shall not be the Parent or a Subsidiary of the Parent or an Affiliate of any of them. The term “Paying Agent” includes any additional Paying Agent.

“Payment Blockage Period” has the meaning provided in Section 10.03.

“Permitted Holders” means any trust, the primary beneficiaries of which are descendants of Adolph Coors, Sr. or spouses of such descendants, or the trustees of any such trusts or any Affiliates of such trusts.

“Permitted Investment” means:

(i) an Investment in the Parent or a Restricted Subsidiary or a Person that will, upon the making of such Investment, become a Restricted Subsidiary or be merged or consolidated with or into, or transfer or convey all or substantially all its assets to, the Parent or a Restricted Subsidiary; provided that such person’s primary business is a Related Business on the date of such Investment;

(ii) cash and Temporary Cash Investments;

(iii) payroll, travel, moving and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and are made in the ordinary course of business;

(iv) loans or advances to employees made in the ordinary course of business of the Parent or its Restricted Subsidiaries and that do not in the aggregate exceed $3 million at any time outstanding;

(v) stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Parent or any Restricted Subsidiary or in satisfaction of judgments;

(vi) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was acquired pursuant to and in compliance with Section 4.09;

(vii) receivables owing to the Parent or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Parent or any such Restricted Subsidiary deems reasonable under the circumstances;

(viii) an Investment in any Person to the extent such Investment replaces or refinances an Investment in such Person existing on the Closing Date in an amount not exceeding the amount of the Investment being replaced or refinanced; provided, however, that the new Investment is on terms and conditions no less favorable than the Investment being renewed or replaced;

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(ix) an Investment in any Person where such Investment was acquired by the Parent or any of its Restricted Subsidiaries (A) in exchange for any other Investment or accounts receivable held by the Parent or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or (B) as a result of a foreclosure by the Parent or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(x) Hedging Obligations entered into in the ordinary course of the Parent’s or any Restricted Subsidiary’s business and not for the purpose of speculation; and

(xi) an Investment in a trust, limited liability company, special purpose entity or other similar entity in connection with a Receivables Program; provided, however, that (A) such Investment is made by a Receivables Subsidiary and (B) the only assets transferred to such trust, limited liability company, special purpose entity or other similar entity consist of Receivables and Related Assets of such Receivables Subsidiary.

“Permitted Liens” means:

(i) Liens in favor of the Parent or a Restricted Subsidiary;

(ii) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

(iii) Liens on assets of Restricted Subsidiaries to secure Indebtedness of Restricted Subsidiaries that was permitted by the terms of the Indenture to be incurred;

(iv) Liens existing on the Closing Date;

(v) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted; provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor;            

(vi) Liens encumbering customary initial deposits and margin deposits, and other Liens that are either within the general parameters customary in the industry and incurred in the ordinary course of business, in each case, securing Indebtedness under Interest Rate Agreements and Currency Agreements and forward contracts, options, future contracts, future options or similar agreements or arrangements designed solely to protect the Parent or any of its Restricted Subsidiaries from fluctuations in interest rates, currencies or the price of commodities;

(vii) Liens encumbering property or assets under construction arising from progress or partial payments by a customer of the Parent or its Restricted Subsidiaries relating to such property or assets;

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(viii) Liens on property of, or on shares of stock or Indebtedness of, any Person existing at the time such Person becomes, or becomes a part of, any Restricted Subsidiary; provided that such Liens do not extend to or cover any property or assets of the Parent or any Restricted Subsidiary other than the property or assets acquired;

(ix) Liens securing reimbursement obligations with respect to letters of credit that encumber documents and other property relating to such letters of credit and the products and proceeds thereof;

(x) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(xi) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Parent or any of its Restricted Subsidiaries in the ordinary course of business in accordance with the past practices of the Parent and its Restricted Subsidiaries prior to the Closing Date;

(xii) Liens securing (A) Bank Indebtedness, (B) Hedging Obligations payable to a lender (or an Affiliate of such lender) under the Credit Agreement or to a Person that was a lender or an Affiliate thereof at the time the relevant Currency Agreement or Interest Rate Agreement was entered into to the extent such Obligations are secured by Liens on assets also securing such Bank Indebtedness and (C) all other Obligations under and in respect of the Credit Agreement;

(xiii) Liens securing Indebtedness which is Incurred to refinance Secured Indebtedness which is permitted to be Incurred under Section 4.02(b)(v); provided that such Liens do not extend to or cover any property or assets of the Parent or any Restricted Subsidiary other than the property or assets securing the Indebtedness being refinanced;

(xiv) Liens (including extensions and renewals thereof) upon real or personal property acquired after the Closing Date; provided that (A) such Lien is created solely for the purpose of securing Indebtedness Incurred, in accordance with Section 4.02, (1) to finance the cost (including the cost of improvement or construction) of the item of property or assets subject thereto and such Lien is created prior to, at the time of or within six months after the later of the acquisition, the completion of construction or the commencement of full operation of such property or (2) to refinance any Indebtedness previously so secured, (B) the principal amount of the Indebtedness secured by such Lien does not exceed 100% of such cost and (C) any such Lien shall not extend to or cover any property or assets other than such item of property or assets and any improvements on such item;

(xv) any interest or title of a lessor in the property subject to any Capitalized Lease Obligation or operating lease;

(xvi) Liens arising from filing Uniform Commercial Code financing statements regarding leases; and

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(xvii) Liens on Receivables and Related Assets to reflect sales of receivables pursuant to a Receivables Program.

“Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a government or political organization.

“Physical Notes” has the meaning provided in Section 2.01.

“Preferred Stock” means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of such Person’s preferred or preference stock, including all series and classes of such preferred or preference stock.

“Principal” of a debt security, including the Notes, means the principal amount due on the Stated Maturity as shown on such debt security.

“Private Placement Legend” means the legend initially set forth on the Notes in the form set forth in Section 2.02.

“Purchase Agreement” means (i) with respect to the Initial Notes, the Purchase Agreement, dated as of February 14, 2002, as amended by Amendment No. 1 to the Purchase Agreement, dated as of February 21, 2002 by and among the Company, the Parent and the Initial Purchasers and (ii) with respect to each issuance of Additional Notes, the purchase agreement or underwriting agreement among the Company and the Persons purchasing such Additional Notes.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Receivables and Related Assets” means accounts receivable, instruments, chattel paper, obligations, general intangibles and other similar assets, including interests in merchandise or goods, the sale or lease of which give rise to the foregoing, related contractual rights, guarantees, insurance proceeds, collections, other related assets and proceeds of all the foregoing.

“Receivables Program” means with respect to any Person, any accounts receivable securitization program pursuant to which such Person pledges, sells or otherwise transfers or encumbers its accounts receivable, including a trust, limited liability company, special purpose entity or other similar entity.

“Receivables Subsidiary” means a Wholly Owned Subsidiary (i) created for the purpose of financing receivables created in the ordinary course of business of the Parent and its Subsidiaries and (ii) the sole assets of which consist of Receivables and Related Assets of the Parent and its Subsidiaries and related Permitted Investments.

“Redeemable Stock” means any class or series of Capital Stock of any Person that by its terms or otherwise:

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(i) matures or is mandatorily redeemable (other than redeemable only for Capital Stock of such Person that is not itself Redeemable Stock) pursuant to a sinking fund or otherwise;

(ii) is convertible or exchangeable at the option of the holder for Indebtedness or Redeemable Stock; or

(iii) is mandatorily redeemable or must be purchased upon the occurrence of certain events or otherwise, in whole or in part;

in each case prior to the Stated Maturity of the Notes; provided, however, that if such Capital Stock is issued to any employee, consultant or director or to any plan for the benefit of employees, directors and/or consultants of the Parent or its Subsidiaries or by any such plan to such employees, directors and/or consultants, such Capital Stock shall not constitute Redeemable Stock solely because it may be required to be repurchased by the Parent in order to satisfy obligations as a result of such employee’s, director’s or consultant’s death or disability; and provided further, however, that any Capital Stock that would not constitute Redeemable Stock but for provisions thereof giving holders thereof the right to require such Person to repurchase or redeem such Capital Stock upon the occurrence of an “asset sale” or “change of control” occurring prior to the Stated Maturity of the Notes shall not constitute Redeemable Stock if the “asset sale” or “change of control” provisions applicable to such Capital Stock are no more favorable to the holders of such Capital Stock than the provisions applicable to the Notes contained in Sections 4.09 and 4.11 and such Capital Stock specifically provides that such Person will not be required to repurchase or redeem any such stock pursuant to such provision prior to the repurchase of Notes required to be repurchased pursuant to Sections 4.09 and 4.11.

The amount of any Redeemable Stock that does not have a fixed redemption, repayment or repurchase price will be calculated in accordance with the terms of such Redeemable Stock as if such Redeemable Stock were redeemed, repaid or repurchased on any date on which the amount of such Redeemable Stock is to be determined pursuant to the Indenture; provided, however, that if such Redeemable Stock could not be required to be redeemed, repaid or repurchased at the time of such determination, the redemption, repayment or repurchase price will be the book value of such Redeemable Stock as reflected in the most recent financial statements of such Person.

“Redemption Date” means, when used with respect to any Note to be redeemed, the date fixed for such redemption by or pursuant to this Indenture.

“Redemption Price” means, when used with respect to any Note to be redeemed, the price at which such Note is to be redeemed pursuant to this Indenture.

“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings.

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“Refinancing Indebtedness” means Indebtedness that Refinances any Indebtedness of the Parent or any Restricted Subsidiary existing on the Closing Date or Incurred in compliance with the Indenture, including Indebtedness that Refinances Refinancing Indebtedness; provided, however, that:

(i) such Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being Refinanced;

(ii) such Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the Average Life of the Indebtedness being Refinanced; and

(iii) such Refinancing Indebtedness has an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding or committed (plus fees and expenses, including any premium and defeasance costs) under the Indebtedness being Refinanced;

provided further, however, that Refinancing Indebtedness shall not include Indebtedness of (A) a Restricted Subsidiary (other than the Company) that Refinances Indebtedness of the Company or the Parent or (B) the Parent or a Restricted Subsidiary that Refinances Indebtedness of an Unrestricted Subsidiary.

“Refinancing Transactions” means the issuance of the Notes and the refinancing and replacement of the Credit Agreement and the application of the proceeds therefrom as described in the Offering Circular.

“Registrar” has the meaning provided in Section 2.04.

“Registration Rights Agreement” means (i) with respect to the Initial Notes, the Registration Rights Agreement, dated as of February 28, 2002, among the Company, the Parent and the Initial Purchasers, and certain permitted assigns specified therein and (ii) with respect to each issuance of Additional Notes issued in a transaction exempt from the registration requirements of the Securities Act, the registration rights agreement, if any, among the Company, the Parent and the Persons purchasing such Additional Notes under the related Purchase Agreement.

“Registration Statement” means the Registration Statement as defined and described in the Registration Rights Agreement.

“Regular Record Date” for the interest payable on any Interest Payment Date means the February 1 or August 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.

“Regulation S” means Regulation S under the Securities Act.

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“Related Business” means any business in which the Parent or any of its Restricted Subsidiaries was engaged on the Closing Date and any business reasonably related, ancillary or complementary to the business of the Parent or any of its Restricted Subsidiaries on the Closing Date.

“Representative” means any trustee, agent or representative, if any, of an issue of Senior Indebtedness.

“Responsible Officer,” when used with respect to the Trustee, means the chairman or any vice chairman of the board of directors, the chairman or any vice chairman of the executive committee of the board of directors, the chairman of the trust committee, the president, any vice president, any assistant vice president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the cashier, any assistant cashier, any trust officer or assistant trust officer, the controller or any assistant controller or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject.

“Restricted Payments” has the meaning provided in Section 4.03.

“Restricted Subsidiary” means any Subsidiary of the Parent (including the Company) other than an Unrestricted Subsidiary.

“Rule 144A” means Rule 144A under the Securities Act.

“Sale/Leaseback Transaction” means an agreement relating to property now owned or hereafter acquired whereby the Parent or a Restricted Subsidiary transfers such property to a Person and the Parent or a Restricted Subsidiary leases it back from such Person.

“Secured Indebtedness” means, with respect to a Person, any Indebtedness of such Person that is secured by a Lien.

“Securities Act” means the Securities Act of 1933, as amended.

“Security Register” has the meaning provided in Section 2.04.

“Senior Indebtedness” means, with respect to a Person:

(i) Indebtedness of such Person, whether outstanding on the Closing Date or thereafter Incurred; and

(ii) accrued and unpaid interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization or any similar proceeding relating to such Person whether or not post-filing interest is allowed in such proceeding), premiums, fees, charges, expenses, reimbursement obligations, guarantees and all other amounts payable in respect of (A) Indebtedness of such Person for money borrowed (including Bank Indebtedness), (B) Indebtedness evidenced by notes, debentures, bonds

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or other similar instruments for the payment of which such Person is responsible or liable and (C) all Hedging Obligations payable to a Person that was a lender under the Credit Agreement (or an Affiliate of such lender) at the time such Currency Agreement or Interest Rate Agreement pursuant to which such Obligations are payable was entered into,

unless, in the case of clauses (i) and (ii) in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such obligations are subordinate or pari passu in right of payment to the Notes; provided, however, that Senior Indebtedness shall not include:

(A) any obligation of such Person to any Subsidiary;

(B) any liability for Federal, state, local or other taxes owed or owing by such Person;

(C) any accounts payable or other liability to trade creditors arising in the ordinary course of business (including guarantees thereof or instruments evidencing such liabilities);

(D) any Indebtedness of a Person (and any accrued and unpaid interest in respect thereof) which is subordinate or junior in any respect to any other Indebtedness or other obligation of a Person; or

(E) that portion of any Indebtedness which at the time of Incurrence is Incurred in violation of the Indenture, unless the Indebtedness is Bank Indebtedness and was extended by the lenders in reliance on a certificate executed and delivered by the president, chief executive officer or chief financial or accounting officer of the Company or the applicable Guarantor, in which certificate, such officer certified that the Incurrence of such Indebtedness was permitted under Section 4.02.

“Senior Subordinated Indebtedness” means, with respect to a Person, the Notes (in the case of the Company), a Guarantee (in the case of a Guarantor) and any other Indebtedness of such Person that specifically provides that such Indebtedness is to rank pari passu with the Notes or such Guarantee, as the case may be, in right of payment and is not subordinated by its terms in right of payment to any Indebtedness or other obligation of such Person that is not Senior Indebtedness of such Person.

“Series B Convertible Preferred Stock” means the 10% Series B Convertible Preferred Stock of the Parent issued at a stated value of $100.0 million which shall have such terms as are contained in the certificate of incorporation with respect to such preferred stock on the Closing Date.

“Significant Subsidiary” means, at any date of determination, any Restricted Subsidiary that would be a “Significant Subsidiary” of the Parent within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

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“S&P” means Standard & Poor’s Ratings Service, a division of The McGraw-Hill Companies and its successors.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the final installment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such securities at the option of the Holder thereof upon the happening of any contingency unless such contingency has occurred).

“Subordinated Obligation” means, with respect to a Person, any Indebtedness of such Person (whether outstanding on the Closing Date or thereafter Incurred) which is subordinate or junior in right of payment to, in the case of the Company, the Notes or, in the case of a Guarantor, its Guarantee, pursuant to a written agreement to that effect.

“Subsidiary” means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the voting power of the outstanding Voting Stock is owned, directly or indirectly, by such Person and one or more other Subsidiaries of such Person. Unless otherwise specified herein, each reference to a Subsidiary will refer to a Subsidiary of the Parent.

“Subsidiary Guarantor” means each domestic Subsidiary of the Parent (other than the Company) in existence on the Closing Date and any domestic Restricted Subsidiary created or acquired by the Parent after the Closing Date.

“Subsidiary Guarantee” means a Guarantee by a Subsidiary Guarantor of the Company’s obligations with respect to the Notes.

“Successor Company” has the meaning provided in Section 5.01.

“Temporary Cash Investment” means any of the following:

(i) direct obligations of the United States of America or any agency thereof or obligations fully and unconditionally guaranteed by the United States of America or any agency thereof;

(ii) time deposit accounts, bankers’ acceptances, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company which is organized under the laws of the United States of America, any state thereof or any foreign country recognized by the United States, and which bank or trust company has capital, surplus and undivided profits aggregating in excess of $50.0 million (or the foreign currency equivalent thereof) and has outstanding debt which is rated “A” (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) or any money-market fund sponsored by a registered broker dealer or mutual fund distributor;

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(iii) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (i) above entered into with a bank meeting the qualifications described in clause (ii) above;

(iv) commercial paper, maturing not more than 90 days after the date of acquisition, issued by a corporation (other than an Affiliate of the Parent) organized and in existence under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is made of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to S&P; and

(v) securities with maturities of six months or less from the date of acquisition issued or fully and unconditionally guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least “A” by S&P or Moody’s.

“TIA” or “Trust Indenture Act” means the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbb), as in effect on the date this Indenture was executed, except as provided in Section 9.06.

“Trade Payables” means, with respect to any Person, any accounts payable or any other indebtedness or monetary obligation to trade creditors created, assumed or guaranteed by such Person or any of its Subsidiaries arising in the ordinary course of business in connection with the acquisition of goods or services.

“Transaction Date” means with respect to the Incurrence of any Indebtedness by the Parent or any of its Restricted Subsidiaries, the date such Indebtedness is to be Incurred and, with respect to any Restricted Payment, the date such Restricted Payment is to be made.

“Treasury Rate” means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two Business Days prior to the redemption date of the Notes (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to February 15, 2007; provided, however, that if the period from the redemption date to February 15, 2007 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the redemption date to February 15, 2007, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

“Trustee” means the party named as such in the first paragraph of this Indenture until a successor replaces it in accordance with the provisions of Article VII of this Indenture and thereafter means such successor.

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“United States Bankruptcy Code” means the Bankruptcy Reform Act of 1978, as amended and as codified in Title 11 of the United States Code, as amended from time to time hereafter, or any successor federal bankruptcy law.

“U.S. Global Note” has the meaning provided in Section 2.01.

“U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s option.

“U.S. Physical Notes” has the meaning provided in Section 2.01.

“Unrestricted Subsidiary” means:

(i) Golden Properties Limited and Kalamazoo Valley Partnership and their respective successors, provided in the case of any such successor that the property and assets of such successor at the time it becomes an Unrestricted Subsidiary do not include any property or assets of the Parent or any of its Restricted Subsidiaries;

(ii) any Subsidiary of the Parent that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors in the manner provided below; and

(iii) any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors may designate any Restricted Subsidiary (other than the Company, but including any newly acquired or newly formed Subsidiary of the Parent) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock or Indebtedness of, or owns or holds any Lien on any property of, the Parent or any Subsidiary that is not a Subsidiary of the Subsidiary to be so designated; provided that:

(A) any guarantee by the Parent or any Restricted Subsidiary of any Indebtedness of the Subsidiary being so designated shall be deemed an “Incurrence” of such Indebtedness by the Parent or such Restricted Subsidiary (or both, if applicable) at the time of such designation;

(B) either (1) the Subsidiary to be so designated has total assets of $1,000 or less or (2) if such Subsidiary has assets greater than $1,000, such designation would be permitted under Section 4.03; and

(C) if applicable, the Incurrence of Indebtedness referred to in clause (A) of this proviso would be permitted under Section 4.02.

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The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that immediately after giving effect to such designation

(x) the Parent could Incur $1.00 of additional Indebtedness under Section 4.02(a) and

(y) no Default or Event of Default shall have occurred and be continuing.

Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.

“Voting Stock” means, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

“Wholly Owned” means, with respect to any Subsidiary of any Person, the ownership of all of the outstanding Capital Stock of such Subsidiary (other than any director’s qualifying shares or Investments by foreign nationals mandated by applicable law) by such Person or one or more Wholly Owned Subsidiaries of such Person.

Section 1.02.    Incorporation by Reference of Trust Indenture Act.    Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Notes and each Guarantee;

“indenture security holder” means a Holder or a Securityholder;

“indenture to be qualified” means this Indenture and each guarantee;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the indenture securities means the Parent, the Company, each Subsidiary Guarantor and any other obligor on the indenture securities.

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by a rule of the Commission and not otherwise defined herein have the meanings assigned to them therein.

Section 1.03.    Rules of Construction.    Unless the context otherwise requires:

(i) a term has the meaning assigned to it;

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(ii) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(iii) “or” is not exclusive;

(iv) “including” means including without limitation;

(v) words in the singular include the plural, and words in the plural include the singular;

(vi) unsecured Indebtedness shall not be deemed to be subordinate or junior to Secured Indebtedness merely by virtue of its nature as unsecured Indebtedness;

(vii) provisions apply to successive events and transactions;

(viii) “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;

(ix) all ratios and computations based on GAAP contained in this Indenture shall be computed in accordance with the definition of GAAP set forth in Section 1.01;

(x) all references to Sections or Articles refer to Sections or Articles of this Indenture unless otherwise indicated; and

(xi) all references to the date the Notes were originally issued shall refer to the date the Initial Notes were originally issued.

ARTICLE II

THE NOTES

Section 2.01.    Form and Dating.    The Notes and the Trustee’s certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication.

The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single permanent global Note in registered form, substantially in the form set forth in Exhibit A

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(the “U.S. Global Note”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”).

The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the “Physical Notes.” The U.S. Global Note and the Offshore Global Note are sometimes referred to herein as the “Global Notes.”

The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Section 2.02.    Restrictive Legends.    Unless and until a Note is exchanged for an Exchange Note in connection with an effective Registration Statement pursuant to the Registration Rights Agreement, (i) the U.S. Global Note and each U.S. Physical Note shall bear the legend, set forth below on the face thereof and (ii) the Offshore Global Note and the Offshore Physical Notes shall bear the legend set forth below on the face thereof until at least 41 days after the Closing Date and receipt by the Company and the Trustee of a certificate substantially in the form of Exhibit B hereto.

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

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THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

Each Global Note, whether or not an Exchange Note, shall also bear the following legend on the face thereof:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.08 OF THE INDENTURE.

Section 2.03.    Execution, Authentication and Denominations.    The Notes shall be executed by an Officer of the Company listed in clause (i) of the definition of Officer herein and attested by an Officer of the Company listed in clause (ii) of such definition. The signature of

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any of these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company.

If an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless.

A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.

(a) The Trustee or an authenticating agent shall, upon receipt of a Company Order, (i) authenticate for original issue (i) Notes in the aggregate principal amount of up to $300,000,000, (ii) any Additional Notes in an aggregate principal amount specified in the Company Order and (iii) any Exchange Notes that may be issued pursuant to the Registration Rights Agreement.

Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the amount set forth above except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.06, 2.09, 2.10 or 2.11.

The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an agent to deal with the Company or an Affiliate of the Company.

The Notes shall be issuable only in registered form without coupons and only in denominations of $1,000 in principal amount and any integral multiple of $1,000 in excess thereof.

Section 2.04.    Registrar and Paying Agent.    The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency where Notes may be presented for payment (the “Paying Agent”) and an office or agency where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company shall cause the Registrar to keep a register of the Notes and of their transfer and exchange (the “Security Register”). The Company may have one or more co-Registrars and one or more additional Paying Agents.

The Company shall enter into an appropriate agency agreement with any agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall give prompt written notice to the Trustee of the name nd address of any such agent and any change in the address of such agent. If the Company fails to maintain a Registrar, Paying Agent or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent or agent for service of notices and demands. The Company may remove any agent upon written notice to such agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a

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successor agent to such agent as evidenced by an appropriate agency agreement entered into by the Company and such successor agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such agent until the appointment of a successor agent in accordance with clause (i) of this proviso. The Company, any Subsidiary of the Company, or any Affiliate of any of them may act as Paying Agent, Registrar or co-Registrar, or agent for service of notice and demands.

The Company initially appoints the Trustee as Registrar, Paying Agent, authenticating agent and agent for service of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Security Register.

Section 2.05.    Paying Agent to Hold Money in Trust.    Not later than 11:00 A.M New York City time on each due date of the principal, premium, if any, and interest on any Notes, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and interest so becoming due. The Company shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, and interest on the Notes (whether such money has been paid to it by the Company or any other obligor on the Notes), and such Paying Agent shall promptly notify the Trustee of any default by the Company (or any other obligor on the Notes) in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of any of them acts as Paying Agent, it will, on or before each due date of any principal of, premium, if any, or interest on the Notes, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such principal, premium, if any, or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee of its action or failure to act.

Section 2.06.    Transfer and Exchange.    The Notes are issuable only in registered form. A Holder may transfer a Note by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Security Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee, and any agent of the Company shall treat the person in whose name the Note is registered as the owner thereof for all purposes whether or not the Note shall be overdue, and neither the Company, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a U.S. Global Note shall, by acceptance of such U.S. Global Note, agree that transfers of beneficial interests in such U.S. Global Note may be effected only through a book entry system maintained by the Holder of such U.S. Global Note (or its agent) and that ownership of a

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beneficial interest in the Note shall be required to be reflected in a book entry. When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations (including an exchange of Notes for Exchange Notes), the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.08 or 9.04).

The Registrar shall not be required (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

Section 2.07.    Book-Entry Provisions for Global Notes.

(a) The U.S. Global Note and Offshore Global Note initially shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Section 2.02.

Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Note.

(b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Note may be transferred in accordance with the rules and procedures of the Depositary and the provisions of Section 2.08. In addition, U.S. Physical Notes and Offshore Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the U.S. Global Note or the Offshore Global Note, respectively, if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the U.S. Global Note or the Offshore Global Note, as the case may be, and a successor

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depositary is not appointed by the Company within 120 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request to the foregoing effect from the Depositary.

(c) Any beneficial interest in one of the Global Notes that is transferred to a person who takes delivery in the form of an interest in the other Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest.

(d) In connection with any transfer of a portion of the beneficial interests in a Global Note to beneficial owners pursuant to paragraph (b) of this Section, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to the principal amount of the beneficial interest in such Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount.

(e) In connection with the transfer of the entire U.S. Global Note or Offshore Global Note to beneficial owners pursuant to paragraph (b) of this Section, the U.S. Global Note or Offshore Global Note, as the case may be, shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the U.S. Global Note or Offshore Global Note, as the case may be, an equal aggregate principal amount of U.S. Physical Notes or Offshore Physical Notes, as the case may be, of authorized denominations.

(f) Any U.S. Physical Note delivered in exchange for an interest in the U.S. Global Note pursuant to paragraph (b) or (d) of this Section shall, except as otherwise provided by paragraph (f) of Section 2.08, bear the legend regarding transfer restrictions applicable to the U.S. Physical Note set forth in Section 2.02.

(g) Any Offshore Physical Note delivered in exchange for an interest in the Offshore Global Note pursuant to paragraph (b) of this Section shall, except as otherwise provided by paragraph (f) of Section 2.08, bear the legend regarding transfer restrictions applicable to the Offshore Physical Note set forth in Section 2.02.

(h) The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

(i) QIBs that are beneficial owners of interests in a U.S. Global Note may receive Physical Notes (which shall bear the Private Placement Legend if required by Section 2.02) in accordance with the procedures of the Depositary. In connection with the execution, authentication and delivery of such Physical Notes, the Registrar shall reflect on its books and records a decrease in the principal amount of the relevant U.S. Global Note equal to the principal

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amount of such Physical Notes and the Company shall execute and the Trustee shall authenticate and deliver one or more Physical Notes having an equal aggregate principal amount.

Section 2.08.    Special Transfer Provisions.    Unless and until a Note is exchanged for an Exchange Note in connection with an effective Registration pursuant to the Registration Rights Agreement, the following provisions shall apply:

(a) Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer of a Note to any Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons):

(i) The Registrar shall register the transfer of any Note, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the time period referred to in Rule 144(k) under the Securities Act as in effect with respect to such transfer or (y) the proposed transferee has delivered to the Registrar (A) a certificate substantially in the form of Exhibit C hereto and (B) if the aggregate principal amount of the Notes being transferred is less than $100,000 at the time of such transfer, an opinion of counsel acceptable to the Company that such transfer is in compliance with the Securities Act.

(ii) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Note, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (i) and (y) instructions given in accordance with the Depositary’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the U.S. Global Note in an amount equal to the principal amount of the beneficial interest in the U.S. Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more U.S. Physical Notes of like tenor and amount.

(b) Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a U.S. Physical Note or an interest in the U.S. Global Note to a QIB (excluding Non-U.S. Persons):

(i) If the Note to be transferred consists of (x) U.S. Physical Notes, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Note stating, or has otherwise advised the Company and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Note stating, or has otherwise advised the Company and the Registrar in writing, that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A

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or (y) an interest in the U.S. Global Note, the transfer of such interest may be effected only through the book entry system maintained by the Depositary.

(ii) If the proposed transferee is an Agent Member, and the Note to be transferred consists of U.S. Physical Notes, upon receipt by the Registrar of the documents referred to in clause (i) and instructions given in accordance with the Depositary’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the U.S. Global Note in an amount equal to the principal amount of the U.S. Physical Notes, to be transferred, and the Trustee shall cancel the U.S. Physical Note so transferred.

(c) Transfers of Interests in the Offshore Global Note or Offshore Physical Notes.    The following provisions shall apply with respect to any transfer of interests in the Offshore Global Note or Offshore Physical Notes:

(i) prior to the removal of the Private Placement Legend from the Offshore Global Note or Offshore Physical Notes pursuant to Section 2.02, the Registrar shall refuse to register such transfer; and

(ii) after such removal, the Registrar shall register the transfer of any such Note without requiring any additional certification.

(d) Intentionally Omitted.

(e) Transfers to Non-U.S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Note to a Non-U.S. Person:

(i) The Registrar shall register any proposed transfer to any Non-U.S. Person if the Note to be transferred is a U.S. Physical Note or an interest in the U.S. Global Note only upon receipt of a certificate substantially in the form of Exhibit D from the proposed transferor.

(ii) (a) If the proposed Transferor is an Agent Member holding a beneficial interest in the U.S. Global Note, upon receipt by the Registrar of (x) the documents required by paragraph (i) and (y) instructions in accordance with the Depositary’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of the U.S. Global Note in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Note to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of instructions given in accordance with the Depositary’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the Offshore Global Note in an amount equal to the principal amount at maturity of the U.S. Physical Notes or the U.S. Global Note, as the case may be, to be transferred, and the Trustee shall cancel the Physical Note, if any, so transferred or decrease the amount of the U.S. Global Note.

(f) Private Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the

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Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless either (i) the circumstances contemplated by paragraphs (a)(i)(x) or (e)(ii) of this Section 2.08 exist or (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act.

(g) General. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such a Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture. The Registrar shall not register a transfer of any Note unless such transfer complies with the restrictions on transfer of such Note set forth in this Indenture. In connection with any transfer of Notes, each Holder agrees by its acceptance of the Notes to furnish the Registrar or the Company such certifications, legal opinions or other information as either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act; provided that the Registrar shall not be required to determine (but may rely on a determination made by the Company with respect to) the sufficiency of any such certifications, legal opinions or other information.

The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.07 or this Section 2.08. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

Section 2.09.    Replacement Notes.    If a mutilated Note is surrendered to the Trustee or if the Holder claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note of like tenor and principal amount and bearing a number not contemporaneously outstanding; provided that the requirements of the second paragraph of Section 2.10 are met. If required by the Trustee or the Company, an indemnity bond must be furnished that is sufficient in the judgment of both the Trustee and the Company to protect the Company, the Trustee or any Agent from any loss that any of them may suffer if a Note is replaced. The Company may charge such Holder for its expenses and the expenses of the Trustee in replacing a Note. In case any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Company in its discretion may pay such Note instead of issuing a new Note in replacement thereof.

Every replacement Note is an additional obligation of the Company and shall be entitled to the benefits of this Indenture.

Section 2.10.    Outstanding Notes.    Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation and those described in this Section 2.10 as not outstanding.

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If a Note is replaced pursuant to Section 2.09, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Note is held by a bona fide purchaser.

If the Paying Agent (other than the Company or an Affiliate of the Company) holds on the maturity date money sufficient to pay Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them shall cease to accrue.

A Note does not cease to be outstanding because the Company or one of its Affiliates holds such Note, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which the Trustee knows to be so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor.

Section 2.11.    Temporary Notes.    Until definitive Notes are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of definitive Notes but may have insertions, substitutions, omissions and other variations determined to be appropriate by the Officers executing the temporary Notes, as evidenced by their execution of such temporary Notes. If temporary Notes are issued, the Company will cause definitive Notes to be prepared without unreasonable delay. After the preparation of definitive Notes, the temporary Notes shall be exchangeable for definitive Notes upon surrender of the temporary Notes at the office or agency of the Company designated for such purpose pursuant to Section 2.04, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall be entitled to the same benefits under this Indenture as definitive Notes.

Section 2.12.    Cancellation.    The Company at any time may deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee for cancellation any Notes previously authenticated hereunder which the Company has not issued and sold. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for transfer, exchange or payment. The Trustee shall cancel all Notes surrendered for transfer, exchange, payment or cancellation and shall destroy them in accordance with its normal procedure. Certification of destruction of all cancelled Notes shall be delivered to the Company. The Company may not issue new Notes to replace Notes it has paid in full or delivered to the Trustee for cancellation.

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Section 2.13.    CUSIP Numbers.    The Company in issuing the Notes may use “CUSIP” numbers (if then generally in use), and the Trustee shall use CUSIP numbers in notices of redemption or exchange as a convenience to Holders; provided that any such notice shall state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption or exchange and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption or exchange shall not be affected by any defect in or omission of such numbers.

Section 2.14.    Defaulted Interest.    If the Company defaults in a payment of interest on the Notes, it shall pay, or shall deposit with the Paying Agent money in immediately available funds sufficient to pay the defaulted interest, plus (to the extent lawful) any interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date. A special record date, as used in this Section 2.14 with respect to the payment of any defaulted interest, shall mean the 15th day next preceding the date fixed by the Company for the payment of defaulted interest, whether or not such day is a Business Day. At least 15 days before the subsequent special record date, the Company shall mail to each Holder and to the Trustee a notice that states the subsequent special record date, the payment date and the amount of defaulted interest to be paid.

Section 2.15.    Holder Lists.    The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes, and the Company shall otherwise comply with TIA Section 312(a).

Section 2.16.    Issuance of Additional Notes.    The Company shall be entitled, subject to its compliance with Section 4.02, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the Closing Date, other than with respect to the date of issuance, issue price and amount of interest payable on the first payment date applicable thereto. The Initial Notes issued on the Closing Date, any Additional Notes and all Exchange Notes or Private Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture.

With respect to any Additional Notes, the Company shall set forth in a resolution of the Board of Directors and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information:

(i) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;

(ii) the issue price and the issue date of such Additional Notes and the amount of interest payable on the first payment date applicable thereto; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code; and

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(iii) whether such Additional Notes shall be transfer restricted securities and issued in the form of Initial Notes or in the form of Exchange Notes.

ARTICLE III

REDEMPTION

Section 3.01.    Right of Redemption.     The Notes may be redeemed at the election of the Company, in whole or in part, at any time and from time to time on or after February 15, 2007 and prior to maturity, upon not less than 30 nor more than 60 days’ prior notice mailed by first class mail to each Holder’s last address as it appears in the Security Register, at the following Redemption Prices (expressed in percentages of their principal amount), plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date that is on or prior to the Redemption Date to receive interest due on an Interest Payment Date) if redeemed during the 12-month period commencing on February 15 of the applicable year set forth below:

Year	Redemption Price
2007	104.313%
2008	102.875%
2009	101.438%
2010 and thereafter	100.000%

Prior to February 15, 2005, the Company may at its option on one or more occasions redeem the Notes (including Additional Notes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of Notes (which includes Additional Notes, if any) originally issued at a redemption price of 108.625% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the redemption date, with the Net Cash Proceeds from one or more Equity Offerings (provided that the Net Cash Proceeds thereof equal to the amount required to redeem any such Notes is contributed by the Parent to the equity capital of the Company); provided, however, that (i) at least 65% of such aggregate principal amount of Notes (which includes Additional Notes, if any) originally issued remains outstanding immediately after the occurrence of each such redemption (other than Notes held, directly or indirectly, by the Parent or its Affiliates) and (ii) each such redemption occurs within 90 days after the date of the related Equity Offering.

Prior to February 15, 2007, the Company may redeem the Notes as a whole upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the date of redemption.

Section 3.02.    Notices to Trustee.    If the Company elects to redeem Notes pursuant to Section 3.01, it shall notify the Trustee in writing of the Redemption Date and the principal amount of Notes to be redeemed.

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The Company shall give each notice provided for in this Section 3.02 in an Officers’ Certificate at least 45 days before the Redemption Date (unless a shorter period shall be satisfactory to the Trustee).

Section 3.03.    Selection of Notes to Be Redeemed.    If less than all of the Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed in compliance with the requirements, as certified to it by the Company, of the principal national securities exchange on which the Notes are listed or, if the Notes are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion shall deem fair and appropriate; provided that no Notes of $1,000 in principal amount or less shall be redeemed in part.

The Trustee shall make the selection from the Notes outstanding and not previously called for redemption. Notes in denominations of $1,000 in principal amount may only be redeemed in whole. The Trustee may select for redemption portions (equal to $1,000 in principal amount or any integral multiple thereof) of Notes that have denominations larger than $1,000 in principal amount. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Company and the Registrar promptly in writing of the Notes or portions of Notes to be called for redemption.

Section 3.04.    Notice of Redemption.    With respect to any redemption of Notes pursuant to Section 3.01, at least 30 days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption by first class mail to each Holder whose Notes are to be redeemed.

The notice shall identify the Notes to be redeemed and shall state:

(i) the Redemption Date;

(ii) the Redemption Price;

(iii) the name and address of the Paying Agent;

(iv) that Notes called for redemption must be surrendered to the Paying Agent in order to collect the Redemption Price;

(v) that, unless the Company defaults in making the redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the Redemption Price plus accrued interest to the Redemption Date upon surrender of the Notes to the Paying Agent;

(vi) that, if any Note is being redeemed in part, the portion of the principal amount (equal to $1,000 in principal amount or any integral multiple thereof) of such Note to be redeemed and that, on and after the Redemption Date, upon surrender of such

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Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be reissued; and

(vii) that, if any Note contains a CUSIP number as provided in Section 2.13, no representation is being made as to the correctness of the CUSIP number either as printed on the Notes or as contained in the notice of redemption and that reliance may be placed only on the other identification numbers printed on the Notes.

At the Company’s request (which request may be revoked by the Company at any time prior to the time at which the Trustee shall have given such notice to the Holders), made in writing to the Trustee at least 45 days (or such shorter period as shall be satisfactory to the Trustee) before a Redemption Date, the Trustee shall give the notice of redemption in the name and at the expense of the Company. If, however, the Company gives such notice to the Holders, the Company shall concurrently deliver to the Trustee an Officers’ Certificate stating that such notice has been given.

Section 3.05.    Effect of Notice of Redemption.    Once notice of redemption is mailed, Notes called for redemption become due and payable on the Redemption Date and at the Redemption Price. Upon surrender of any Notes to the Paying Agent, such Notes shall be paid at the Redemption Price, plus accrued interest, if any, to the Redemption Date.

Notice of redemption shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the redemption of Notes held by Holders to whom such notice was properly given.

Section 3.06.    Deposit of Redemption Price.    Prior to 11:00 A.M. New York City time on any Redemption Date, the Company shall deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, shall segregate and hold in trust as provided in Section 2.05) money sufficient to pay the Redemption Price of and accrued interest on all Notes to be redeemed on that date other than Notes or portions thereof called for redemption on that date that have been delivered by the Company to the Trustee for cancellation. The Trustee or Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption price of, and accrued interest on, all Notes to be redeemed.

Section 3.07.    Payment of Notes Called for Redemption.    If notice of redemption has been given in the manner provided above, the Notes or portion of Notes specified in such notice to be redeemed shall become due and payable on the Redemption Date at the Redemption Price stated therein, together with accrued interest to such Redemption Date, and on and after such date (unless the Company shall default in the payment of such Notes at the Redemption Price and accrued interest to the Redemption Date, in which case the principal, until paid, shall bear interest from the Redemption Date at the rate prescribed in the Notes), such Notes shall cease to accrue interest. Upon surrender of any Note for redemption in accordance with a notice of redemption, such Note shall be paid and redeemed by the Company at the Redemption Price, together with accrued interest, if any, to the Redemption Date; provided that installments of

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interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders registered as such at the close of business on the relevant Regular Record Date.

Section 3.08.    Notes Redeemed in Part.    Upon surrender of any Note that is redeemed in part, pursuant to the provisions of Section 3.03 of this Indenture, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note equal in principal amount to the unredeemed portion of such surrendered Note.

ARTICLE IV

COVENANTS

Section 4.01.    Payment of Notes.    The Company shall pay the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes and this Indenture. An installment of principal, premium, if any, or interest shall be considered paid on the date due if the Trustee or Paying Agent (other than the Company, a Subsidiary of the Company, or any Affiliate of any of them) holds on that date money designated for and sufficient to pay the installment. If the Company or any Subsidiary of the Company or any Affiliate of any of them, acts as Paying Agent, an installment of principal, premium, if any, or interest shall be considered paid on the due date if the entity acting as Paying Agent complies with the last sentence of Section 2.05. As provided in Section 6.09, upon any bankruptcy or reorganization procedure relative to the Company, the Trustee shall serve as the Paying Agent, if any, for the Notes.

The Company shall pay interest on overdue principal, premium, if any, and interest on overdue installments of interest, to the extent lawful, at the rate per annum specified in the Notes.

Section 4.02.    Limitation on Indebtedness.

(a) The Parent will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness; provided that the Parent and any Restricted Subsidiary may Incur Indebtedness if, after giving effect to the Incurrence of such Indebtedness and the receipt and application of the proceeds therefrom, the Interest Coverage Ratio would be greater than 2.0:1.

(b) Notwithstanding the foregoing paragraph (a), the Parent and any Restricted Subsidiary may Incur any or all of the following Indebtedness:

(i) Indebtedness of the Parent or any Restricted Subsidiary Incurred pursuant to the Credit Agreement; provided, however, that, immediately after giving effect to any such Incurrence, the aggregate principal amount of all Indebtedness incurred under this clause (i) and then outstanding does not exceed $450 million, less (A) the sum of all principal amounts of Indebtedness permanently repaid as provided in Section 4.09 and (B) the then outstanding principal amount of Indebtedness arising under any Receivables Program that was Incurred pursuant to Section 4.02(b)(x);

(ii) Indebtedness owed to and held by (A) the Parent evidenced by a promissory note or (B) any Restricted Subsidiary; provided that any event which results

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in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Parent or another Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the obligor thereon;

(iii) the Notes and the Exchange Notes (other than Additional Notes);

(iv) Indebtedness outstanding on the Closing Date (other than Indebtedness described in clauses (i), (ii) or (iii) of this Section 4.02(b));

(v) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to Section 4.02(a) or pursuant to clause (iii) or (iv) or this clause (v) of this Section 4.02(b); provided that if the Indebtedness to be refinanced is not Senior Indebtedness, then such Indebtedness shall rank no more senior than, and shall be at least as subordinated in right of payment, to the Notes as the Indebtedness being refinanced;            

(vi) Indebtedness (A) in respect of performance, surety or appeal bonds provided in the ordinary course of business, (B) under Currency Agreements and Interest Rate Agreements; provided that such agreements do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in foreign currency exchange rates or interest rates or by reason of fees, indemnities and compensation payable thereunder and (C) arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Parent or any of its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary of the Parent (other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary of the Parent for the purpose of financing such acquisition), in a principal amount not to exceed the gross proceeds actually received by the Parent or any Restricted Subsidiary in connection with such disposition;

(vii) Indebtedness of the Parent or a Restricted Subsidiary, to the extent the net proceeds thereof are promptly deposited to defease the Notes in accordance with Article VIII;

(viii) any Guarantee by the Company or any Guarantor of Indebtedness or other obligations of the Parent or any Restricted Subsidiary or any Guarantee by a Foreign Subsidiary of Indebtedness or other obligations of another Foreign Subsidiary so long as the Incurrence of such Indebtedness by the Parent or such Restricted Subsidiary is permitted by the terms of this Indenture;

(ix) Indebtedness consisting of Capitalized Lease Obligations or purchase money obligations or other Indebtedness Incurred with respect to assets other than Capital Stock or other Investments, in each case incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvements of property used in the business of the Parent or such Restricted Subsidiary, in an aggregate principal

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amount (other than purchase money obligations that are (A) Incurred in the ordinary course of business to finance the purchase of tangible personal property and (B) secured with such tangible assets and the sole recourse with respect to such obligations is such assets) not to exceed $25 million at any time outstanding;

(x) Indebtedness Incurred by a Receivables Subsidiary pursuant to a Receivables Program; provided, however, that, after giving effect to any such Incurrence, the aggregate principal amount of all Indebtedness Incurred under this clause (x) plus any Indebtedness Incurred pursuant to Section 4.02(b)(i) and outstanding on the date of such Incurrence, does not exceed $450 million, less the sum of all principal amounts of Indebtedness Incurred pursuant to Section 4.02(b)(i) that is permanently repaid as provided in Section 4.09; and

(xi) Indebtedness of the Parent or any Restricted Subsidiary in an aggregate principal amount which, when taken together with all other Indebtedness of the Parent and the Restricted Subsidiaries Incurred pursuant to this clause (xi) and outstanding on the date of such Incurrence, does not exceed $25 million.

(c) Notwithstanding any other provision of this Section 4.02, the maximum amount of Indebtedness that the Parent or a Restricted Subsidiary may Incur pursuant to this Section 4.02 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, due solely to the result of fluctuations in the exchange rates of currencies.

(d) For purposes of determining any particular amount of Indebtedness under this Section 4.02,

(i) guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness otherwise included in the determination of such particular amount shall not be included; and

(ii) any Liens granted pursuant to the equal and ratable provisions referred to in Section 4.08 shall not be treated as Indebtedness.

For purposes of determining compliance with this Section 4.02, (A) in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described in the above clauses, the Parent, in its sole discretion, shall classify such item of Indebtedness and only be required to include the amount and type of such Indebtedness in one of such clauses and (B) an item of Indebtedness may be divided and classified in more than one of the types of Indebtedness described above.

Section 4.03.    Limitation on Restricted Payments.

(a) The Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly:

(i) declare or pay any dividend or make any distribution on its Capital Stock (other than (A) dividends or distributions payable solely in its Capital Stock (other than Redeemable Stock) and (B) pro rata dividends or distributions made by a Subsidiary that

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is not a Wholly Owned Restricted Subsidiary to minority shareholders (or owners of an equivalent interest in the case of a Subsidiary that is an entity other than a corporation)) held by Persons other than the Parent or any of its Restricted Subsidiaries;

(ii) purchase, redeem, retire or otherwise acquire for value any shares of Capital Stock of (x) the Parent held by any Person or (y) a Restricted Subsidiary held by any Affiliate of the Parent (other than a Restricted Subsidiary), including the exercise of any option to exchange any Capital Stock (other than into Capital Stock of the Parent that is not Redeemable Stock);

(iii) purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to Stated Maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of the Parent or a Restricted Subsidiary that is subordinated in right of payment to the Notes (other than the purchase, repurchase or other acquisition of Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in any case due within one year of the date of such purchase, repurchase or other acquisition); or

(iv) make any Investment, other than a Permitted Investment, in any Person

(such payments or any other actions described in clauses (i) through (iv) of this Section 4.03(a) being collectively “Restricted Payments”)

if, at the time of, and after giving effect to, the proposed Restricted Payment:

(A) a Default or Event of Default shall have occurred and be continuing (or would result therefrom);

(B) the Parent could not Incur at least $1.00 of Indebtedness under Section 4.02(a); or

(C) the aggregate amount of all Restricted Payments made after the Closing Date shall exceed the sum of (without duplication):

(1) 50% of the aggregate amount of the Adjusted Consolidated Net Income (or, if the Adjusted Consolidated Net Income is a loss, minus 100% of the amount of such loss) accrued on a cumulative basis during the period (taken as one accounting period) beginning on the first day of the fiscal quarter beginning immediately following the Closing Date and ending on the last day of the last fiscal quarter preceding the Transaction Date for which internal financial statements are available,

(2) 100% of the aggregate Net Cash Proceeds received by the Parent after the Closing Date from the issuance and sale of its Capital Stock (other than Redeemable Stock and other than an issuance or sale to a Subsidiary of the Parent) and 100% of any cash capital contribution received by the Parent from its shareholders subsequent to the Closing Date;

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(3) the amount by which Indebtedness of the Parent or any Restricted Subsidiary is reduced on the Parent’s consolidated balance sheet upon the conversion or exchange (other than by a Subsidiary of the Parent) subsequent to the Closing Date of any Indebtedness of the Parent or any Restricted Subsidiary convertible or exchangeable for Capital Stock (other than Redeemable Stock) of the Parent (less the amount of any cash, or the fair value of any other property, distributed by the Parent or any Restricted Subsidiary upon such conversion or exchange); and

(4) an amount equal to the net reduction in Investments (other than reductions in Permitted Investments) in any Person resulting from payments of interest on Indebtedness, dividends, repayments of loans or advances, or other transfers of assets, in each case to the Parent or any Restricted Subsidiary or from the Net Cash Proceeds from the sale of any such Investment (except, in each case, to the extent any such payment or proceeds are included in the calculation of Adjusted Consolidated Net Income), or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of “Investments”), not to exceed, in each case, the amount of Investments previously made by the Parent or any Restricted Subsidiary in such Person or Unrestricted Subsidiary.

(b) The restrictions contained in Section 4.03(a) shall not be violated by reason of:

(i) the payment of any dividend within 60 days after the date of declaration thereof if at the declaration date such payment would have complied with this Section 4.03;

(ii) the purchase, redemption, repurchase, defeasance or other acquisition or retirement for value of Indebtedness that is subordinated in right of payment to the Notes including premium, if any, and accrued and unpaid interest, with the proceeds of, or in exchange for, Indebtedness permitted to be Incurred under Section 4.02;

(iii) any Restricted Payment made out of the Net Cash Proceeds of the substantially concurrent sale of, or made by exchange for, Capital Stock of the Parent (other than Redeemable Stock) or a substantially concurrent cash capital contribution received by the Parent from its shareholders, provided that any such Net Cash Proceeds used to make a Restricted Payment shall not be included for purposes of clause (C)(2) of Section 4.03(a);

(iv) so long as no Default or Event of Default shall have occurred and be continuing, the payment of dividends on the Series B Convertible Preferred Stock; provided, however, that for the most recently ended four full fiscal quarters for which internal financial statements are available prior to the date of such determination, after giving effect to such dividend on a pro forma basis, the Fixed Charge Coverage Ratio would be at least 2.0:1;

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(v) so long as no Default or Event of Default shall have occurred and be continuing, the repurchase or other acquisition of shares, or options to purchase shares, of Capital Stock of the Parent or any of its Subsidiaries from employees, former employees, consultants, former consultants, directors or former directors of the Parent or any of its Subsidiaries (or permitted transferees of such employees, former employees, consultants, former consultants, directors or former directors) upon death, disability, retirement or termination of employment or pursuant to the terms of agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors under which such persons purchase or sell, or are granted the option to purchase or sell, shares of such stock; provided, however, that the aggregate amount of such repurchases shall not exceed (A) (x) $1.5 million in any calendar year (unless such repurchases are made with the proceeds of insurance policies and the shares of Capital Stock are repurchased from the executors, administrators, testamentary trustees, heirs, legatees or beneficiaries); provided, however, that the Parent may purchase up to an additional $3.0 million in any calendar year (with any unused amount to be carried forward to the next calendar year) plus (y) the aggregate Net Cash Proceeds from any reissuance during such calendar year of Capital Stock (other than Redeemable Stock) to employees or directors of the Parent or its Subsidiaries and (B) $10.0 million following the Closing Date;

(vi) so long as no Default or Event of Default shall have occurred and be continuing, Restricted Payments in an aggregate amount which, when taken together with all other Restricted Payments made pursuant to this clause (vi), does not exceed $30 million, plus, to the extent Restricted Payments made pursuant to this clause (vi) are Investments made by the Parent or any of its Restricted Subsidiaries in any Person and such Investment is sold for cash or otherwise liquidated or repaid, purchased or redeemed for cash, an amount equal to the lesser of (i) such cash (less the cost of disposition, if any) and (ii) the amount of such Restricted Payment; provided that the amount of such cash will be excluded for purposes of clause (C)(4) of Section 4.03(a) and provided further that the amount of Restricted Payments permitted pursuant to this clause (vi) shall in no event exceed $30 million at any time; and

(vii) the deemed repurchase of Capital Stock by the Company on the exercise of stock options.

(c) Each Restricted Payment permitted pursuant to clauses (i), (iv) and (v) of Section 4.03(b) (other than repurchases of Capital Stock with the proceeds of insurance policies referred to in Section 4.03(b)(v)) shall be included (without duplication) in calculating whether the conditions of clause (C) of Section 4.03(a) have been met with respect to any subsequent Restricted Payments. In the event the proceeds of an issuance of Capital Stock of the Parent are used for the redemption, repurchase or other acquisition of the Notes, or Indebtedness that is pari passu with the Notes, then the Net Cash Proceeds of such issuance shall be included in clause (C)(2) of Section 4.03(a) only to the extent such proceeds are not used for such redemption, repurchase or other acquisition of Indebtedness.

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Section 4.04.    Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

(a) The Parent will not, and will not permit any Restricted Subsidiary (other than the Company) to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:

(i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company (or, in the case of a Restricted Subsidiary of the Parent that is not the Company or a Subsidiary of the Company, by the Parent) or any other Restricted Subsidiary;

(ii) pay any Indebtedness owed to the Company (or, in the case of a Restricted Subsidiary of the Parent that is not the Company or a Subsidiary of the Company, to the Parent) or any other Restricted Subsidiary;

(iii) make loans or advances to the Company (or, in the case of a Restricted Subsidiary of the Parent that is not the Company or a Subsidiary of the Company, to the Parent); or

(iv) transfer any of its property or assets to the Company (or, in the case of a Restricted Subsidiary of the Parent that is not the Company or a Subsidiary of the Company, to the Parent).

(b) The foregoing Section 4.04(a) shall not restrict any encumbrances or restrictions:

(i) pursuant to an agreement in effect at or entered into on the date of the Indenture;

(ii) with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by a Restricted Subsidiary on or before the date on which such Restricted Subsidiary was acquired by the Parent (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Parent or in contemplation of the transaction) and outstanding on such date; provided, however, that such encumbrances or restrictions are not applicable to the Parent or any other Restricted Subsidiary or the property or assets of the Parent or any other Restricted Subsidiary other than such Person (or its Subsidiaries) or the property or assets of such Person (or its Subsidiaries) so acquired;

(iii) with respect to a Restricted Subsidiary pursuant to an agreement effecting a refunding, replacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i) or (ii) of this Section 4.04(b) or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.04(b) or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement are, in the good faith judgment of the Board of Directors, no less favorable in any

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material respect to the Holders of the Notes than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements of such Restricted Subsidiary in effect on the Closing Date or the date such Restricted Subsidiary became a Restricted Subsidiary, whichever is applicable;

(iv) in the case of Section 4.04(a)(iv), that

(A) restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset,

(B) exist by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Parent or any Restricted Subsidiary not otherwise prohibited by the Indenture, or

(C) arise or are agreed to in the ordinary course of business, not relating to any Indebtedness, and do not, individually or in the aggregate, detract from the value of property or assets of the Parent or any Restricted Subsidiary in any manner material to the Parent or any Restricted Subsidiary;

(v) that arise or exist by reason of applicable law or any applicable rule, regulation or order;

(vi) that result from purchase money obligations for property acquired in the ordinary course of business of the nature described in Section 4.04(a)(iv) on the property so acquired;

(vii) with respect to a Receivables Subsidiary, that are imposed pursuant to a Receivables Program of such Receivables Subsidiary; provided that such encumbrances and restrictions are customarily required by the institutional sponsor or arranger at the time of entering into such Receivables Program in similar types of documents relating to the purchase of similar receivables in connection with the financing thereof; or

(viii) with respect to a Restricted Subsidiary, that are imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary pending the closing of such sale or disposition.

Nothing contained in this Section 4.04 shall prevent the Parent or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in by Section 4.08 or (2) restricting the sale or other disposition of property or assets of the Parent or any of its Restricted Subsidiaries that secure Indebtedness of the Parent or any of its Restricted Subsidiaries.

Section 4.05.    Limitation on the Issuance and Sale of Capital Stock of Restricted Subsidiaries.

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The Parent will not issue or sell, and will not permit any Restricted Subsidiary, directly or indirectly, to issue or sell, any shares of Capital Stock of a Restricted Subsidiary that was a Restricted Subsidiary on the Closing Date except for:

(i) issuances or sales to the Parent or a Wholly Owned Restricted Subsidiary;

(ii) issuances of director’s qualifying shares;

(iii) issuances or sales of Capital Stock of a Restricted Subsidiary if, immediately after giving effect to such issuance or sale, neither the Parent nor any of its Subsidiaries own any Capital Stock of such Restricted Subsidiary; or

(iv) issuances or sales of Capital Stock of a Restricted Subsidiary (other than the Company) if, immediately after giving effect to such issuance or sale, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary and any Investment in such Person remaining after giving effect thereto would have been permitted to be made under Section 4.03 if made on the date of such issuance, sale or other disposition.

Section 4.06.    Limitation on Layering.    The Company and each Guarantor will not, directly or indirectly, Incur any Indebtedness that is subordinate or junior in right of payment to any Senior Indebtedness unless such Indebtedness is pari passu or subordinated in right of payment to the Notes or the relevant Guarantee, as applicable; provided, however, that the foregoing limitation shall not apply to distinctions between categories of Senior Indebtedness that exist by reason of any Liens or guarantees arising or created in respect of some but not all such Senior Indebtedness.

Section 4.07.    Limitation on Transactions with Affiliates.

(a) The Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including the purchase, sale, lease or exchange of property or assets, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Parent or any Restricted Subsidiary, except upon terms no less favorable to the Parent or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that is not an Affiliate.

(b) The provisions of Section 4.07(a) do not limit, and shall not apply to:

(i) any transaction (A) approved by a majority of the disinterested members of the Board of Directors, (B) for which the Parent or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view or (C) involving consideration of $1 million or less;

(ii) any transaction solely between the Parent and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries;

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(iii) the payment of reasonable and customary regular fees to directors of the Parent who are not employees of the Parent;

(iv) any payments or other transactions pursuant to any tax-sharing agreement between the Parent and any other Person with which the Parent files a consolidated tax return or with which the Parent is part of a consolidated group for tax purposes;

(v) any issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans or incentive plans approved by the Board of Directors;

(vi) loans or advances to employees or consultants in the ordinary course of business of the Parent or its Restricted Subsidiaries, but in any event not to exceed $3 million in the aggregate outstanding at any one time;

(vii) the issuance or sale of any Capital Stock (other than Redeemable Stock) of the Parent;

(viii) any agreement as in effect on the Closing Date and described in the Offering Circular under “Certain Relationships and Related Party Transactions” or any renewals, extensions or amendments of any such agreement (so long as such renewals, extensions or amendments are not less favorable to the Parent or its Restricted Subsidiaries) and the transactions evidenced thereby;

(ix) transactions with customers, clients, suppliers or purchasers or sellers of goods or services in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture that are fair to the Parent or its Restricted Subsidiaries, in the reasonable determination of the Board of the Directors of the Parent,or are on terms at least at favorable as might reasonably have been obtained at such time from an unaffiliated party;

(x) any Receivables Program of the Company or a Restricted Subsidiary; or

(xi) any Restricted Payments not prohibited by Section 4.03.

Notwithstanding the foregoing, any transaction covered by Section 4.07(a) and not covered by clauses (ii) through (vi) or (viii) through (xi) of this Section 4.08(b), the aggregate amount of which exceeds $10 million in value, must be approved or determined to be fair in the manner provided for in Section 4.07(b)(i)(B).

Section 4.08.    Limitation on Liens.    The Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien (other than Permitted Liens and Liens securing Senior Indebtedness) securing Indebtedness on any of its assets or properties of any character, or any shares of Capital Stock or Indebtedness of any Restricted Subsidiary, now owned or hereafter acquired, or any income or profits therefrom or assign or convey any right to receive income therefrom, without providing that the Notes shall be secured equally and ratably with (or prior to in the case of Liens with respect to Subordinated Obligations) the obligations so secured for so long as such obligations are so secured.

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Section 4.09.    Limitation on Asset Sales.

(a) The Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale, unless:

(i) the consideration received by the Parent or such Restricted Subsidiary is at least equal to the fair market value, as determined in good faith by the Board of Directors, of the assets sold or disposed of; and

(ii) at least 75% of the consideration received consists of cash or cash equivalents.

(b) With respect to any Asset Sale occurring on or after the Closing Date from which the Parent or any Restricted Subsidiary receives Net Cash Proceeds, the Parent or such Restricted Subsidiary, as the case may be, shall apply an amount equal to 100% of the Net Cash Proceeds from such Asset Sale to:

(i) first, to the extent the Parent elects (or is required by the terms of any Indebtedness), permanently repay (or cash collateralize) Senior Indebtedness of the Company or the Parent or Indebtedness (other than Redeemable Stock) of any Restricted Subsidiary (other than the Company) (in each case owing to a Person other than the Parent or any of its Restricted Subsidiaries) within one year from the later of the date of such Asset Sale and the receipt of such Net Cash Proceeds; and

(ii) second, to the extent of the balance of such Net Cash Proceeds after application in accordance with clause (i), to the extent the Parent or such Restricted Subsidiary elects, invest in Additional Assets within 12 months from (or enter into a binding commitment to invest in Additional Assets, provided that such commitment shall be subject only to customary conditions (other than financing) and such investment shall be consummated within 18 months from) the later of the date of such Asset Sale and receipt of such Net Cash Proceeds (such date, the “Application Date”).

Notwithstanding the foregoing provisions of this Section 4.09, the Parent and its Restricted Subsidiaries will not be required to apply any Net Cash Proceeds in accordance with this covenant except to the extent that the aggregate Net Cash Proceeds from all Asset Sales that are not applied in accordance with this covenant exceeds $5 million. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during the periods set forth in this Section 4.09(b) and not applied as so required by the applicable Application Date shall constitute “Excess Proceeds” and shall be applied as provided in Section 4.09(c) below.

(c) If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.09 totals at least $10 million (provided that any lesser amount shall be carried forward for purposes of determining whether such an offer is required with respect to the Excess Proceeds from any subsequent Asset Sale), the Company must commence, not later than the 15^th Business Day of

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such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes (and other Senior Subordinated Indebtedness of the Company designated by the Company) equal to the Excess Proceeds on such date, at a purchase price equal to 100% of the principal amount of the Notes, plus, in each case, accrued interest, if any, to the date of purchase. If the aggregate purchase price of the Notes and other Senior Subordinated Indebtedness tendered pursuant to the Offer to Purchase is less than the Excess Proceeds, the Parent or the applicable Restricted Subsidiary may use the remaining Excess Proceeds in any manner not otherwise prohibited by the Indenture.

(d) For the purposes of this Section 4.09, the following are deemed to be cash or cash equivalents:

(i) the assumption of Indebtedness of the Parent or any Restricted Subsidiary and the release of the Parent or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Sale; and

(ii) securities received by the Parent or any Restricted Subsidiary from the transferee that are promptly converted by the Parent or such Restricted Subsidiary into cash.

(e) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.09. To the extent that the provisions of any securities laws and regulations conflict with provisions of this Section 4.09, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09(e) by virtue thereof.

Section 4.10.    Additional Subsidiary Guarantees.    After the Closing Date, the Parent will cause each domestic Restricted Subsidiary created or acquired by the Parent or the Company to execute and deliver to the Trustee a Subsidiary Guarantee pursuant to which such Subsidiary Guarantor will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes on the same terms and conditions as those set forth in this Indenture.

Section 4.11.    Repurchase of Notes upon a Change of Control.    Following a Change of Control, unless the Company shall have exercised its right to redeem the Notes pursuant to Section 3.01, the Company must commence, within 30 days after the occurrence of such Change of Control, and consummate an Offer to Purchase for all Notes then outstanding, at a purchase price equal to 101% of the principal amount thereof, plus accrued interest (if any) to the date of purchase.

The Company will not be required to make an Offer to Purchase following a Change of Control if a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to an Offer to Purchase made by the Company following a Change of Control and purchases all Notes validly tendered and not withdrawn under such Offer to Purchase.

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Section 4.12.    Payment of Taxes and Other Claims.    The Parent will pay or discharge and shall cause each of its Subsidiaries to pay or discharge, or cause to be paid or discharged, before the same shall become delinquent, all material taxes, assessments and governmental charges levied or imposed upon the Parent or any such Subsidiary, except any such tax, assessment or charge the amount, applicability or validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves, if necessary (in the good faith judgment of management of the Company) are being maintained in accordance with GAAP or where the failure to effect such payment would not reasonably be expected to be materially adverse to the interests of the Holders of the Notes.

Section 4.13.    Notice of Defaults.    In the event that the Company becomes aware of any Default or Event of Default, the Company, promptly after it becomes aware thereof, will give written notice thereof to the Trustee.

Section 4.14.    Compliance Certificate.    The Parent and the Company shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers’ Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer that a review has been conducted of the activities of the Parent and its Restricted Subsidiaries and the Parent’s and its Restricted Subsidiaries’ performance under this Indenture and that, to his or her knowledge, the Parent and the Company have complied with all conditions and covenants under this Indenture. For purposes of this Section 4.14, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If such person knows of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status.

Section 4.15.    Commission Reports and Reports to Holders.    Whether or not the Company is required to file reports with the Commission, for so long as any Notes are outstanding, the Company shall file with the Commission all such reports and other information, as it would be required to file with the Commission by Sections 13 or 15(d) under the Exchange Act if it were subject thereto at the times specified for the filings of such information, documents and reports under such Sections; provided, however, that so long as the Parent is a Guarantor of the Notes and is permitted by the provisions of the Exchange Act, the reports, information and other documents required to be filed and provided as described in this Section 4.15 may, at the Company’s option, be filed by and be those of the Parent rather than the Company; provided further, however, the Parent shall include in such report, information or other document the information required in Regulation S-X with respect to the Company. The Company shall supply to the Trustee and each Holder or shall supply to the Trustee for forwarding to each such Holder, without cost to such Holder, copies of such reports and other information as required by the TIA. The Company also shall comply with the other provisions of TIA Section 314(a).

Section 4.16.    Waiver of Stay, Extension or Usury Laws.    The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law that would prohibit or forgive the Company from paying all or any portion of the principal of, premium, if any, or interest on the Notes as contemplated herein,

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wherever enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of this Indenture; and (to the extent that it may lawfully do so) the Company hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE V

SUCCESSOR CORPORATION

Section 5.01.    When Company May Merge, Etc.    Neither the Parent nor the Company will consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person unless:

(i) the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person organized and existing under the laws of the United States of America or any jurisdiction thereof and the Successor Company, if not the Parent or the Company, shall expressly assume, by a supplemental indenture executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Parent or the Company, as applicable, under this Indenture and the Notes or Guarantee, as applicable;

(ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

(iii) immediately after giving effect to such transaction on a pro forma basis the Successor Company could Incur at least $1.00 of Indebtedness under Section 4.02(a);

(iv) the Parent or the Company, as applicable, delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (iii) of this Section 5.01) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied with;

provided, however, that clause (iii) of this Section 5.01 will not be applicable to (A) a merger of the Parent or the Company with or into the Parent or a Restricted Subsidiary or (B) the Parent or the Company merging with an Affiliate if, in the good faith determination of the Board of Directors of the Parent, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of incorporation of the Parent or the Company, as applicable; provided that any such transaction described in clause (B) shall not have as one of its purposes the evasion of the foregoing limitations.

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Section 5.02.    Successor Substituted.    Upon any consolidation or merger, or any sale, conveyance, transfer, lease or other disposition of all or substantially all of the property and assets of the Parent or the Company in accordance with Section 5.01, the Successor Company formed by such consolidation or into which the Parent or the Company is merged or to which such sale, conveyance, transfer, lease or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Parent or the Company, as applicable, under this Indenture with the same effect as if such Successor Company had been named as the Parent or the Company, as applicable, herein; and the predecessor Parent or the Company, as applicable, except in the case of a lease or other disposition of all or substantially all of its property and assets, shall be released from its obligations under this Indenture and the Notes or the Guarantee, as applicable.

ARTICLE VI

DEFAULT AND REMEDIES

Section 6.01.    Events of Default.    An “Event of Default” shall occur with respect to the Notes if:

(a) the Company defaults in the payment of the principal of (or premium, if any, on) any Note when the same becomes due and payable at Stated Maturity, upon acceleration, redemption or otherwise;

(b) the Company defaults in the payment of interest on any Note when the same becomes due and payable, and such default continues for a period of 30 days;

(c) the Company or the Parent fails to comply with its obligations under Section 5.01;

(d) (i) the Parent or the Company, as applicable, fails to comply for 30 consecutive days after notice with any of its obligations in Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09 (other than a failure to purchase Notes), 4.11 (other than a failure to purchase Notes) and 4.15 or (ii) the Parent or the Company fails to comply for 60 consecutive days after notice with any of its other obligations contained in this Indenture;

(e) there occurs with respect to any issue or issues of Indebtedness of the Parent, the Company or any Significant Subsidiary having an outstanding principal amount of $10 million or more in the aggregate for all such issues of all such Persons, whether such Indebtedness now exists or shall hereafter be created, (i) an event of default that has caused the holder thereof to declare such Indebtedness to be due and payable prior to its Stated Maturity and such Indebtedness has not been discharged in full or such acceleration has not been rescinded or annulled within 30 days of such acceleration or (ii) the failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or extended within 30 days of such payment default;

(f) any final judgment or order (not covered by insurance) for the payment of money in excess of $20 million in the aggregate for all such final judgments or orders against all such Persons (treating any deductibles, self-insurance or retention as not so covered) shall be rendered

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against the Parent, the Company or any Significant Subsidiary and shall not be paid or discharged, and there shall be any period of 60 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such Persons to exceed $20 million during which a stay of enforcement of such final judgment or order, by reason of a pending appeal or otherwise, shall not be in effect;

(g) a court having jurisdiction in the premises enters a decree or order for (i) relief in respect of the Parent, the Company or any Significant Subsidiary in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (ii) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Parent, the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Parent, the Company or any Significant Subsidiary, or (iii) the winding up or liquidation of the affairs of the Parent, the Company or any Significant Subsidiary and, in each case, such decree or order shall remain unstayed and in effect for a period of 60 consecutive days;

(h) the Parent, the Company or any Significant Subsidiary (i) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Parent, the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Parent, the Company or any Significant Subsidiary, or (iii) effects any general assignment for the benefit of creditors; or

(i) any Guarantee ceases to be in full force and effect (other than in accordance with the terms of this Indenture) or any Guarantor denies or disaffirms its obligations under its Guarantee.

A default under clauses (d) or (f) of this Section 6.01 will not constitute an Event of Default until the Trustee or the Holders of 25% or more in aggregate principal amount of the Notes then outstanding notify the Company in writing of the default and the Company does not cure such default within the time specified after receipt of such notice. Such notice must specify the default, demand that it be remedied and state that such notice is a “Notice of Default.”

Section 6.02.    Acceleration.    If an Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 that occurs with respect to the Parent or the Company) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Parent (and to the Trustee if such notice is given by the Holders), may, and the Trustee, at the request of such Holders, shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) shall be remedied or cured by the Parent, the Company or the relevant Significant Subsidiary or waived

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by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Parent or the Company, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

At any time after such a declaration of acceleration, but before a judgment or decree for the payment of the money due has been obtained by the Trustee, the Holders of a majority in principal amount of the outstanding Notes by written notice to the Parent and to the Trustee, may waive all past Defaults and rescind and annul such declaration of acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and accrued interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (ii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Section 6.03.    Other Remedies.    If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the payment of principal of, premium, if any, or interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.

Section 6.04.    Waiver of Past Defaults.    The Holders of a majority in principal amount of the outstanding Notes, by written notice to the Trustee, may waive an existing Default or Event of Default and its consequences, except a Default in the payment of principal of, premium, if any, or interest on any Note as specified in clause (a) or (b) of Section 6.01 or in respect of a covenant or provision of this Indenture which cannot be modified or amended without the consent of the holder of each outstanding Note affected. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

Section 6.05.    Control by Majority.    The Holders of a majority in aggregate principal amount of the outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided that the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that may involve the Trustee in personal liability or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Notes not joining in the giving of such direction; and provided further that the Trustee may take any other action it deems proper that is not inconsistent with any such direction received from Holders of Notes pursuant to this Section 6.05.

Section 6.06.    Limitation on Suits.    A Holder may not institute any proceeding, judicial or otherwise, with respect to this Indenture or the Notes, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

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(i) the Holder has previously given to the Trustee written notice of a continuing Event of Default;

(ii) the Holders of at least 25% in aggregate principal amount of outstanding Notes shall have made written request to the Trustee to pursue the remedy;

(iii) such Holder or Holders have offered to the Trustee indemnity satisfactory to the Trustee against any costs, liabilities or expenses to be incurred in compliance with such request;

(iv) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to comply with such request; and

(v) during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Notes have not given the Trustee a direction that is inconsistent with such written request.

For purposes of Section 6.05 and this Section 6.06, the Trustee shall comply with TIA Section 316(a) in making any determination of whether the Holders of the required aggregate principal amount of outstanding Notes have concurred in any request or direction of the Trustee to pursue any remedy available to the Trustee or the Holders with respect to this Indenture or the Notes or otherwise under the law.

A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over such other Holder.

The limitations set forth in this Section 6.06 shall not apply to the right of any Holder of a Note to receive payment of the principal of, premium, if any, or interest on, such Note or to bring suit for the enforcement of any such payment, on or after the due date expressed in the Notes, which right shall not be impaired or affected without the consent of the Holder.

Section 6.07.    Rights of Holders to Receive Payment.    Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal of, premium, if any, or interest on such Holder’s Note on or after the respective due dates expressed on such Note, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08.    Collection Suit by Trustee.    If an Event of Default in payment of principal, premium or interest specified in clauses (a) or (b) of Section 6.01 occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company or any other obligor of the Notes for the whole amount of principal, premium, if any, and accrued interest remaining unpaid, together with interest on overdue principal, premium, if any, and, to the extent that payment of such interest is lawful, interest on overdue installments of interest, in each case at the rate specified in the Notes, and such further amount as provided in Section 7.07 as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

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Section 6.09.    Trustee May File Proofs of Claim.    The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07) and the Holders allowed in any judicial proceedings relative to the Company (or any other obligor of the Notes), its creditors or its property and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders of the Notes in any election of a trustee in bankruptcy or other Person performing similar functions and shall be entitled and empowered to collect and receive any monies, securities or other property payable or deliverable upon conversion or exchange of the Notes or upon any such claims and to distribute the same, and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel, and any other amounts due the Trustee under Section 7.07.

Section 6.10.    Priorities.    If the Trustee collects any money pursuant to this Article VI, it shall pay out the money in the following order:

First: to the Trustee for all amounts due under Section 7.07;

Second: to holders of Senior Indebtedness of the Company and, if such money or property has been collected from a Guarantor, to holders of Senior Indebtedness of such Guarantor, in each case to the extent required by Articles X and XII;

Third: to Holders for amounts then due and unpaid for principal of, premium, if any, and interest on the Notes in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Notes for principal, premium, if any, and interest, respectively; and

Fourth: to the Company or any other obligors of the Notes, as their interests may appear, or as a court of competent jurisdiction may direct.

The Trustee, upon prior written notice to the Company, may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10.

Section 6.11.    Undertaking for Costs.    In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of the suit, and the court may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 of this Indenture, or a suit by Holders of more than 10% in principal amount of the outstanding Notes.

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Section 6.12.    Restoration of Rights and Remedies.    If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then, and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Company, the Trustee and the Holders shall continue as though no such proceeding had been instituted.

Section 6.13.    Rights and Remedies Cumulative.    Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or wrongfully taken Notes in Section 2.09, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 6.14.    Delay or Omission Not Waiver.    No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article VI or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

ARTICLE VII

TRUSTEE

Section 7.01.    General.    The duties and responsibilities of the Trustee shall be as provided by the TIA and as set forth herein. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Article VII. If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

Section 7.02.    Certain Rights of Trustee.    Subject to TIA Sections 315(a) through (d):

(i) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request,

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direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document;

(ii) before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, which shall conform to Section 13.04. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion;

(iii) the Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care;

(iv) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction;

(v) the Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Notes relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; provided that the Trustee’s conduct does not constitute negligence or bad faith;

(vi) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company personally or by agent or attorney;

(vii) the Trustee is not required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture;

(viii) the Trustee’s immunities and protections from liability and its rights to compensation and indemnification in connection with the performance of its duties under this Indenture shall extend to the Trustee’s officers, directors, agents and employees. Such immunities and protections and right to indemnification, together with the Trustee’s right of compensation, shall survive the Trustee’s resignation or removal and final payment of the Notes; and

(ix) the Trustee may consult with counsel (who may, but need not be, counsel to the Company) and the opinion of such counsel shall be full and complete authorization

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and protection in respect of any action taken or suffered by the Trustee hereunder in good faith and in accordance with the opinion of such counsel.

Section 7.03.    Individual Rights of Trustee.    The Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not the Trustee. Any Agent may do the same with like rights. However, the Trustee is subject to TIA Sections 310(b) and 311.

Section 7.04.    Trustee’s Disclaimer.    The Trustee (i) makes no representation as to the validity or adequacy of this Indenture or the Notes, (ii) shall not be accountable for the Company’s use or application of the proceeds from the Notes and (iii) shall not be responsible for any statement in the Notes other than its certificate of authentication.

Section 7.05.    Notice of Default.    If any Default or any Event of Default occurs and is continuing and if such Default or Event of Default is known to a Responsible Officer of the Trustee, the Trustee shall mail to each Holder in the manner and to the extent provided in TIA Section 313(c) notice of the Default or Event of Default within 90 days after it occurs, unless such Default or Event of Default has been cured; provided, however, that, except in the case of a default in the payment of the principal of, premium, if any, or interest on any Note, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interest of the Holders.

Section 7.06.    Reports by Trustee to Holders.    Within 60 days after each May 15, beginning with the May 15 following the date of this Indenture, the Trustee shall mail to each Holder a brief report dated as of such May 15 that complies with TIA Section 313(a) (but if no event described in TIA Section 313(a) has occurred within the 12 months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with TIA Section 313(b). The Trustee shall also transmit by mail all reports as required by TIA Section 313(c).

A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Company and filed with the Commission and each stock exchange (if any) on which the Notes are listed, in accordance with TIA Section 313(d). The Company shall promptly notify the Trustee whenever the Notes become listed on any stock exchange or of any delisting therefrom.

Section 7.07.    Compensation and Indemnity.    The Company shall pay to the Trustee such compensation as shall be agreed upon in writing for its services. The compensation of the Trustee shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses and advances incurred or made by the Trustee. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel.

The Company shall indemnify the Trustee for, and hold it harmless against, any loss or liability or expense incurred by it without negligence, willful misconduct or bad faith on its part in connection with the acceptance or administration of this Indenture and its duties under this Indenture and the Notes, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection

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with the exercise or performance of any of its powers or duties under this Indenture and the Notes.

To secure the Company’s payment obligations in this Section 7.07, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal of, premium, if any, and interest on particular Notes.

If the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in clause (f) or (g) of Section 6.01, the expenses and the compensation for the services will be intended to constitute expenses of administration under Title 11 of the United States Bankruptcy Code or any applicable federal or state law for the relief of debtors.

The Trustee shall comply with the provisions of TIA Section 313(b)(2) to the extent applicable.

Section 7.08.    Replacement of Trustee.    A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.

The Trustee may resign at any time by so notifying the Company in writing at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the outstanding Notes may remove the Trustee by so notifying the Trustee in writing and may appoint a successor Trustee with the consent of the Company. The Company may remove the Trustee if: (i) the Trustee is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If the successor Trustee does not deliver its written acceptance required by the next succeeding paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after the delivery of such written acceptance, subject to the lien provided in Section 7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee, (ii) the resignation or removal of the retiring Trustee shall become effective and (iii) the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Holder.

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If the Trustee is no longer eligible under Section 7.10, any Holder who satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

The Company shall give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligation under Section 7.07 shall continue for the benefit of the retiring Trustee.

Section 7.09.    Successor Trustee by Merger, Etc.    If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation or national banking association, the resulting, surviving or transferee corporation or national banking association without any further act shall be the successor Trustee with the same effect as if the successor Trustee had been named as the Trustee herein.

Section 7.10.    Eligibility; Disqualification.    This Indenture shall always have a Trustee who satisfies the requirements of TIA Section 310(a). The Trustee shall have a combined capital and surplus of at least $25 million as set forth in its most recent published annual report of condition. The Trustee is subject to TIA Section 310(b); provided, however, that there shall be excluded from the operation of TIA Section 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in TIA Section 310(b)(1) are met.

Section 7.11.    Money Held in Trust.    The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law and except for money held in trust under Article VIII of this Indenture.

Section 7.12.    Preferential Collection of Claims Against Company.    The Trustee is subject to TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein.

ARTICLE VIII

DISCHARGE OF INDENTURE

Section 8.01.    Termination of Company’s Obligations.    Except as otherwise provided in this Section 8.01, the Company may terminate its obligations under the Notes and this Indenture if:

(i) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and

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thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or

(ii) (A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, any, and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with.

With respect to the foregoing clause (i), the Company’s obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company’s obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 7.07, 7.08, 8.04, 8.05, and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company’s obligations in Sections 7.07, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Notes and this Indenture except for those surviving obligations specified above.

Section 8.02.    Defeasance and Discharge of Indenture.    The Company will be deemed to have paid and will be discharged from any and all obligations in respect of the Notes on the 123rd day after the date of the deposit referred to in clause (A) of this Section 8.02, and the provisions of this Indenture will no longer be in effect with respect to the Notes, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same, except as to (i) rights of registration of transfer and exchange, (ii) substitution of apparently mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of Holders to receive payments of principal thereof and interest thereon, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Holders as beneficiaries of this Indenture with respect to the property so deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfied:

(A) with reference to this Section 8.02, the Parent or the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 of this Indenture) and conveyed all right, title and interest for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of the Holders as security for payment

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of the principal of, premium, if any, and interest, if any, on the Notes, and dedicated solely to, the benefit of the Holders, in and to (1) money in an amount, (2) U.S. Government Obligations that, through the payment of interest, premium, if any, and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (A), money in an amount or (3) a combination thereof in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of, premium, if any, and accrued interest on the outstanding Notes at the Stated Maturity of such principal or interest; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of such principal, premium, if any, and interest with respect to the Notes;

(B) such deposit will not result in a breach or violation of, or constitute a default under this Indenture or any other agreement or instrument to which the Parent, the Company or any of its Subsidiaries is a party or by which the Parent, the Company or any of its Subsidiaries is bound;

(C) immediately after giving effect to such deposit on a pro forma basis, no Event of Default, or event that after the giving of notice or lapse of time or both would become an Event of Default, shall have occurred and be continuing on the date of such deposit or during the period ending on the 123rd day after such date of deposit;

(D) the Company shall have delivered to the Trustee (1) either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.02 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised or (y) an Opinion of Counsel to the same effect as the ruling described in clause (x) above accompanied by a ruling to that effect published by the Internal Revenue Service, unless there has been a change in the applicable federal income tax law since the date of this Indenture such that a ruling from the Internal Revenue Service is no longer required and (2) an Opinion of Counsel to the effect that (x) the creation of the defeasance trust does not violate the Investment Company Act of 1940 and (y) after the passage of 123 days following the deposit (except, with respect to any trust funds for the account of any Holder who may be deemed to be an “insider” for purposes of the United States Bankruptcy Code, after one year following the deposit), the trust funds will not be subject to the effect of Section 547 of the United States Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company under either such statute, and either (I) the trust funds will no longer remain the property of the Company (and therefore will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally) or (II) if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Company, (a) assuming such trust funds remained in the possession of the

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Trustee prior to such court ruling to the extent not paid to the Holders, the Trustee will hold, for the benefit of the Holders, a valid and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise except for the effect of Section 552(b) of the United States Bankruptcy Code on interest on the trust funds accruing after the commencement of a case under such statute and (b) the Holders will be entitled to receive adequate protection of their interests in such trust funds if such trust funds are used in such case or proceeding;

(E) if the Notes are then listed on a national securities exchange, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that such deposit, defeasance and discharge will not cause the Notes to be delisted; and

(F) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 8.02 have been complied with.

Notwithstanding the foregoing, prior to the end of the 123-day (or one year) period referred to in clause (D)(2)(y) of this Section 8.02, none of the Company’s obligations under this Indenture shall be discharged. Subsequent to the end of such 123-day (or one year) period with respect to this Section 8.02, the Company’s obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 7.07, 7.08, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company’s obligations in Sections 7.07, 8.05 and 8.06 shall survive. If and when a ruling from the Internal Revenue Service or an Opinion of Counsel referred to in clause (D)(1) of this Section 8.02 is able to be provided specifically without regard to, and not in reliance upon, the continuance of the Company’s obligations under Section 4.01, then the Company’s obligations under such Section 4.01 shall cease upon delivery to the Trustee of such ruling or Opinion of Counsel and compliance with the other conditions precedent provided for herein relating to the defeasance contemplated by this Section 8.02.

After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Notes and this Indenture except for those surviving obligations in the immediately preceding paragraph.

Section 8.03.    Defeasance of Certain Obligations.    The Company (x) may omit to comply with any term, provision or condition set forth in clause (iii) of Section 5.01; and Sections 4.02 through 4.16; and (y) clause (c) of Section 6.01 with respect to clause (iii) of Section 5.01; clause (d) of Section 6.01 with respect to Sections 4.02 through 4.16; clauses (e), (f) and (i) of Section 6.01 and clauses (g) and (h) of Section 6.01 (with respect only to Significant Subsidiaries) shall be deemed not to be Events of Default, in each case with respect to the outstanding Notes if:

(i) with reference to this Section 8.03, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10) and conveyed all right, title and interest to the Trustee for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of the Holders as security for payment of the principal of, premium, if any, and interest, if any, on the Notes, and dedicated solely to, the benefit of

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the Holders, in and to (A) money in an amount, (B) U.S. Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (i), money in an amount or (C) a combination thereof in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of, premium, if any, and interest on the outstanding Notes on the Stated Maturity of such principal or interest; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of such principal, premium, if any, and interest with respect to the Notes;

(ii) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Parent, the Company or any of its Subsidiaries is a party or by which the Parent, the Company or any of its Subsidiaries is bound;

(iii) immediately after giving effect to such deposit on a pro forma basis, no Event of Default, or event that after the giving of notice or lapse of time or both would become an Event of Default, shall have occurred and be continuing on the date of such deposit;

(iv) the Company has delivered to the Trustee an Opinion of Counsel to the effect that (A) the creation of the defeasance trust does not violate the Investment Company Act of 1940, (B) the Holders have a valid first-priority security interest in the trust funds, (C) the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance of certain obligations and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred and (D) after the passage of 123 days following the deposit (except, with respect to any trust funds for the account of any Holder who may be deemed to be an “insider” for purposes of the United States Bankruptcy Code, after one year following the deposit), the trust funds will not be subject to the effect of Section 547 of the United States Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company under either such statute, and either (1) the trust funds will no longer remain the property of the Company (and therefore will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally) or (2) if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Company, (x) assuming such trust funds remained in the possession of the Trustee prior to such court ruling to the extent not paid to the Holders, the Trustee will hold, for the benefit of the Holders, a valid and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise (except for the effect of Section 552(b) of the United States Bankruptcy Code on interest on the trust funds accruing after the commencement of a case under such statute), (y) the Holders will be entitled to receive adequate protection of their interests in such trust funds if such trust funds are used in such case or proceeding and (z) no

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property, rights in property or other interests granted to the Trustee or the Holders in exchange for, or with respect to, such trust funds will be subject to any prior rights of holders of other Indebtedness of the Company or any of its Subsidiaries;

(v) if the Notes are then listed on a national securities exchange, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that such deposit defeasance and discharge will not cause the Notes to be delisted; and

(vi) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 8.03 have been complied with.

Section 8.04.    Application of Trust Money.    Subject to Section 8.06, the Trustee or Paying Agent shall hold in trust money or U.S. Government Obligations deposited with it pursuant to Section 8.01, 8.02 or 8.03, as the case may be, and shall apply the deposited money and the money from U.S. Government Obligations in accordance with the Notes and this Indenture to the payment of principal of, premium, if any, and interest on the Notes; but such money need not be segregated from other funds except to the extent required by law.

Section 8.05.    Repayment to Company.    Subject to Sections 7.07, 8.01, 8.02 and 8.03, the Trustee and the Paying Agent shall promptly pay to the Company upon request set forth in an Officers’ Certificate any excess money held by them at any time and thereupon shall be relieved from all liability with respect to such money. The Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder’s address (as set forth in the Security Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

Section 8.06.    Reinstatement.    If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with Section 8.01, 8.02 or 8.03, as the case may be, by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.01, 8.02 or 8.03, as the case may be, until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with Section 8.01, 8.02 or 8.03, as the case may be; provided that, if the Company has made any payment of principal of, premium, if any, or interest on any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent.

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ARTICLE IX

AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 9.01.    Without Consent of Holders.    The Company and the Guarantors, when authorized by a resolution of their respective Boards of Directors, and the Trustee may amend or supplement this Indenture or the Notes without notice to or the consent of any Holder:

(i) to cure any ambiguity, defect, omission or inconsistency in this Indenture; provided that such amendments or supplements shall not adversely affect the interests of the Holders in any material respect;

(ii) to provide for the assumption by a Successor Company of the obligations of the Company under the Indenture;

(iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code);

(iv) to comply with any requirements of the Commission in connection with the qualification of this Indenture under the TIA;

(v) to add guarantees with respect to the Notes, or to secure the Notes;

(vi) to add to the covenants of the Parent or the Company for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Parent or the Company; or

(vii) to make any change that does not materially and adversely affect the rights of any Holder.

Section 9.02.    With Consent of Holders.    Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the Company and the Guarantors, when authorized by their respective Boards of Directors (as evidenced by a Board Resolution), and the Trustee may amend this Indenture and the Notes with the written consent of the Holders of a majority in principal amount of the Notes then outstanding, and the Holders of a majority in principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Notes.

Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not:

(i) change the Stated Maturity of the principal of, or any installment of interest on, any Note, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or adversely affect any right of repayment at the option of any Holder of any Note, or change any place of payment where, or the

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currency in which, any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);

(ii) reduce the percentage in principal amount of outstanding Notes the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture;

(iii) waive a Default in the payment of principal of, premium, if any, or interest on, any Note; or

(iv) modify any of the provisions of this Section 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby.

It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect, therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

Section 9.03.    Revocation and Effect of Consent.    Until an amendment or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the Note of the consenting Holder, even if notation of the consent is not made on any Note. However, any such Holder or subsequent Holder may revoke the consent as to its Note or portion of its Note. Such revocation shall be effective only if the Trustee receives the notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver shall become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes.

The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver. If a record date is fixed, then, notwithstanding the last two sentences of the immediately preceding paragraph, those persons who were Holders at such record date (or their duly designated proxies) and only those persons shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date.

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After an amendment, supplement or waiver becomes effective, it shall bind every Holder unless it is of the type described in any of clauses (i) through (v) of Section 9.02. In case of an amendment or waiver of the type described in clauses (i) through (v) of Section 9.02, the amendment or waiver shall bind each Holder who has consented to it and every subsequent Holder of a Note that evidences the same indebtedness as the Note of the consenting Holder.

Section 9.04.    Notation on or Exchange of Notes.    If an amendment, supplement or waiver changes the terms of a Note, the Trustee may require the Holder to deliver it to the Trustee. The Trustee may place an appropriate notation on the Note about the changed terms and return it to the Holder and the Trustee may place an appropriate notation on any Note thereafter authenticated. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Note shall issue and the Trustee shall authenticate a new Note that reflects the changed terms.

Section 9.05.    Trustee to Sign Amendments, Etc.    The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article IX is authorized or permitted by this Indenture. Subject to the preceding sentence, the Trustee shall sign such amendment, supplement or waiver if the same does not adversely affect the rights of the Trustee. The Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Section 9.06.    Conformity with Trust Indenture Act.    Every supplemental indenture executed pursuant to this Article IX shall conform to the requirements of the TIA as then in effect.

ARTICLE X

SUBORDINATION

Section 10.01.    Agreement To Subordinate.    The Company agrees, and each Noteholder by accepting a Note agrees, that the Indebtedness evidenced by the Notes is subordinated in right of payment, to the extent and in the manner provided in this Article X, to the prior payment of all Obligations with respect to Senior Indebtedness of the Company and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Notes shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company and only Indebtedness of the Company which is Senior Indebtedness shall rank senior to the Notes in accordance with the provisions set forth herein. All provisions of this Article X shall be subject to Section 10.12.

Section 10.02.    Liquidation, Dissolution, Bankruptcy.    Upon any payment or distribution of the assets of the Company to creditors upon a total or partial liquidation or a total or partial dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property:

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(a) the holders of Senior Indebtedness of the Company shall be entitled to receive payment in full in cash of all Obligations with respect to such Senior Indebtedness (including all interest accruing subsequent to the filing of a petition in bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) before Noteholders shall be entitled to receive any payment or distribution with respect to the Notes; and

(b) until all Obligations with respect to such Senior Indebtedness are paid in full in cash, any payment or distribution to which Noteholders would be entitled but for this Article X shall be made to holders of such Senior Indebtedness as their interests may appear, except that Noteholders may receive shares of stock and any debt securities that are subordinated to such Senior Indebtedness, and to any debt securities received by holders of Senior Indebtedness, to at least the same extent as the Notes are subordinated to Senior Indebtedness of the Company.

Section 10.03.    Default on Senior Indebtedness.    The Company may not pay (in cash, property or other assets) the principal of or interest on the Notes or make any deposit pursuant to Article VIII and may not repurchase, redeem or otherwise retire any Notes (collectively, “pay the Notes”) if either of the following occurs (each, a “Payment Default”) (i) any Obligations with respect to Designated Senior Indebtedness of the Company are not paid in full in cash when due or (ii) any other default on Designated Senior Indebtedness of the Company occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms, unless, in either case, (x) the Payment Default has been cured or waived and any such acceleration has been rescinded in writing or (y) such Designated Senior Indebtedness has been paid in full in cash; provided, however, that the Company may pay the Notes without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representatives of all Designated Senior Indebtedness with respect to which the Payment Default has occurred and is continuing. During the continuance of any default (other than a Payment Default) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Notes for a period (a “Payment Blockage Period”) of 179 days commencing upon the receipt by the Company and the Trustee of written notice (a “Blockage Notice”) of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period. The Payment Blockage Period will end prior to such 179^th day if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because no defaults continue in existence which would permit the acceleration of the maturity of any Designated Senior Indebtedness of the Company at such time; or (iii) because such Designated Senior Indebtedness has been repaid in full in cash. Notwithstanding the provisions described in the immediately preceding two sentences (but subject to the provisions contained in the first sentence of this Section 10.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, or any Payment Default otherwise exists, the Company may resume payments on the Notes after termination of such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive

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360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness of the Company during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness of the Company (other than holders of Bank Indebtedness), a Representative of the holders of Bank Indebtedness may give another Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any consecutive 360-day period, and there must be 181 days during any consecutive 360-day period during which no Payment Blockage Period is in effect. For purposes of this Section, no default or event of default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness of the Company initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Section 10.04.    Acceleration of Payment of Notes.    If payment of the Notes is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify the holders of the Designated Senior Indebtedness of the Company (or their Representatives) of the acceleration. If any Designated Senior Indebtedness of the Company is outstanding at the time of such acceleration, neither the Company nor any Guarantor may pay the Notes until five Business Days after the Representatives of all the issues of Designated Senior Indebtedness of the Company receive notice of such acceleration and, thereafter, may pay the Notes only if this Article X otherwise permits payment at that time.

Section 10.05.    When Distribution Must Be Paid Over.    If a distribution is made to Noteholders that because of this Article X should not have been made to them, the Noteholders who receive the distribution shall hold it in trust for holders of Senior Indebtedness of the Company and pay it over to them or their Representatives as their interests may appear.

Section 10.06.    Subrogation.    After all Senior Indebtedness of the Company is paid in full in cash and until the Notes are paid in full, Noteholders shall be subrogated to the rights of holders of such Senior Indebtedness to receive distributions applicable to such Senior Indebtedness. A distribution made under this Article X to holders of such Senior Indebtedness which otherwise would have been made to Noteholders is not, as between the Company and Noteholders, a payment by the Company on such Senior Indebtedness.

Section 10.07.    Relative Rights.    This Article X defines the relative rights of Noteholders and holders of Senior Indebtedness of the Company. Nothing in this Indenture shall:

(a) impair, as between the Company and Noteholders, the obligation of the Company, which is absolute and unconditional, to pay principal of and interest on the Notes in accordance with their terms; or

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(b) prevent the Trustee or any Noteholder from exercising its available remedies upon a Default, subject to the rights of holders of Senior Indebtedness of the Company to receive distributions otherwise payable to Noteholders.

Section 10.08.    Subordination May Not Be Impaired.    No right of any holder of Senior Indebtedness of the Company to enforce the subordination of the Indebtedness evidenced by the Notes shall be impaired by any act or failure to act by the Company or by its failure to comply with this Indenture.

Section 10.09.    Rights of Trustee and Paying Agent.    Notwithstanding Section 10.03, the Trustee or Paying Agent may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that would prohibit the making of any such payments unless, not less than two Business Days prior to the date of such payment, a Trust Officer of the Trustee receives notice satisfactory to it that payments may not be made under this Article X. The Company, the Registrar or co-registrar, the Paying Agent, a Representative or a holder of Senior Indebtedness of the Company may give the notice; provided, however, that, if an issue of Senior Indebtedness of the Company has a Representative, only the Representative may give the notice.

The Trustee in its individual or any other capacity may hold Senior Indebtedness of the Company with the same rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article X with respect to any Senior Indebtedness of the Company which may at any time be held by it, to the same extent as any other holder of such Senior Indebtedness; and nothing in Article VII shall deprive the Trustee of any of its rights as such holder. Nothing in this Article X shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07.

Section 10.10.    Distribution or Notice to Representative.    Whenever a distribution is to be made or a notice given to holders of Senior Indebtedness of the Company, the distribution may be made and the notice given to their Representative (if any).

Section 10.11.    Article X Not To Prevent Events of Default or Limit Right To Accelerate.    The failure to make a payment pursuant to the Notes by reason of any provision in this Article X shall not be construed as preventing the occurrence of a Default. Nothing in this Article X shall have any effect on the right of the Noteholders or the Trustee to accelerate the maturity of the Notes.

Section 10.12.    Trust Moneys Not Subordinated.    Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of U.S. Government Obligations held in trust under Article VIII by the Trustee for the payment of principal of and interest on the Notes shall not be subordinated to the prior payment of any Senior Indebtedness of the Company or subject to the restrictions set forth in this Article X, and none of the Noteholders shall be obligated to pay over any such amount to the Company or any holder of Senior Indebtedness of the Company or any other creditor of the Company.

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Section 10.13.    Trustee Entitled To Rely.     Upon any payment or distribution pursuant to this Article X, the Trustee and the Noteholders shall be entitled to rely (i) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 10.02 are pending, (ii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Noteholders or (iii) upon the Representatives for the holders of Senior Indebtedness of the Company for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article X. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of the Company to participate in any payment or distribution pursuant to this Article X, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article X, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article X.

Section 10.14.    Trustee To Effectuate Subordination.    Each Noteholder by accepting a Note authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination between the Noteholders and the holders of Senior Indebtedness of the Company as provided in this Article X and appoints the Trustee as attorney-in-fact for any and all such purposes.

Section 10.15.     Trustee Not Fiduciary for Holders of Senior Indebtedness    The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of the Company and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Noteholders or the Company or any other Person, money or assets to which any holders of Senior Indebtedness of the Company shall be entitled by virtue of this Article X or otherwise.

Section 10.16.    Reliance by Holders of Senior Indebtedness on Subordination Provisions.    Each Noteholder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness of the Company, whether such Senior Indebtedness was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness.

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ARTICLE XI

GUARANTEES

Section 11.01.    Absolute and Unconditional Guarantee.    Each Guarantor fully, absolutely, irrevocably, unconditionally, and jointly and severally, Guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns that: (a) the principal of and interest (including Additional Interest, if any) on the Notes shall be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on any interest (including Additional Interest, if any), to the extent lawful, of the Notes and all other Obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof and (b) in case of any extension of time of payment or renewal of any Notes or of any such other Obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 11.04. Each Guarantor agrees that its Obligations hereunder shall be absolute, unconditional and irrevocable, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a Guarantor and each such legal or equitable discharge is hereby irrevocably and forever waived. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that (except as otherwise set forth in this Article XI) this Guarantee shall not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor or any custodian acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount only. Each Guarantor further agrees that as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations Guaranteed hereby may be accelerated as provided in Article VI for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) in the event of any acceleration of such Obligations as provided in Article VI, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee. The obligation of each Guarantor shall be joint and several and each Guarantor shall be fully liable for all of the indebtedness and obligations described in this Section 11.01. No full or partial discharge, release or forgiveness of the Obligations of a Guarantor hereunder shall in any way discharge, release, forgive or otherwise amend or modify the Guarantee Obligations of any other Guarantor. Each Guarantor agrees that its Obligations hereunder are unconditional and absolute and not subject to any right of offset or counterclaim, all of which are waived by each Guarantor.

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Each Guarantor shall satisfy its Guarantee Obligations hereunder, and pay all Guaranteed Obligations hereunder within one Business Day after demand has been made therefor.

Each Guarantee is, to the extent and in the manner set forth in Article XII, subordinated and subject in right of payment to the prior payment in full in cash of the principal of and premium, if any, and interest on all Senior Indebtedness of the Guarantor giving such Guarantee and each Guarantee is made subject to such provisions of this Indenture.

Section 11.02.     Severability.

In case any provision of this Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 11.03.     Release of a Guarantor.

(a) In the event of any of the following: (i) a sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantor to a third party other than the Parent or an Affiliate of the Parent (including by way of merger or consolidation), (ii) a sale of all of the Capital Stock of any Subsidiary Guarantor, (iii) the Parent designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in a manner in accordance with, and pursuant to, the terms of this Indenture, (iv) a Subsidiary Guarantor merges or is dissolved into the Parent, the Company or another Subsidiary Guarantor or (v) the defeasance of the Notes in accordance with Article VIII, then such Subsidiary Guarantor shall be released and relieved of any obligations under its Subsidiary Guarantee.

(b) The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a written request by the Company accompanied by an Officers’ Certificate certifying as to the compliance with this Section 11.03 and the other provisions of this Indenture.

(c) Any Guarantor not so released remains liable for the full amount of principal of and interest on the Notes as provided in this Article XI.

(d) The Guarantee of the Parent will be released only following the defeasance of the Notes in accordance with Article VIII.

Section 11.04.     Limitation of Guarantor’s Liability.

Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the Guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law. To effectuate the foregoing intention, the Holders and each such Guarantor hereby irrevocably agree that the Obligations of such Guarantor under its Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including any Obligations under the Credit Agreement) and after giving effect

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to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.06, result in the Obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance.

Section 11.05.     Subsidiary Guarantors May Consolidate, Etc., on Certain Terms.

No Subsidiary Guarantor may sell or dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), another Person (other than the Parent, the Company or another Subsidiary Guarantor) whether or not affiliated with such Guarantor unless (i) immediately after giving effect to that transaction, no Default or Event of Default exists and (ii) either (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Subsidiary Guarantor pursuant to a supplemental indenture satisfactory to the Trustee or (B) the Company provides an Officer’s Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.10 with respect to such disposition.

Further, Article V hereof, and not this Section 11.05, shall be applicable to the Parent and in the event such sale, merger or consolidation constitutes a sale of substantially all of the assets of the Parent or the Company.

Section 11.06.     Contribution

In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree, inter se, that in the event any payment or distribution is made by any Guarantor (a “Funding Guarantor”) under its Guarantee, such Funding Guarantor shall be entitled to a contribution from all other Guarantors in a pro rata amount based on the Adjusted Net Assets of each Guarantor (including the Funding Guarantor) for all payments, damages and expenses incurred by that Funding Guarantor in discharging the Company’s obligations with respect to the Notes or any other Guarantor’s Obligations with respect to this Guarantee. “Adjusted Net Assets” of such Guarantor at any date shall mean the lesser of the amount by which (x) the fair value of the property of such Guarantor exceeds the total amount of liabilities, including, without limitation, contingent liabilities (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date), but excluding liabilities under the Guarantee, of such Guarantor at such date and (y) the present fair salable value of the assets of such Guarantor at such date exceeds the amount that will be required to pay the probable liability of such Guarantor on its debts (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date and after giving effect to any collection from any Subsidiary of such Guarantor in respect of the obligations of such Subsidiary under the Guarantee), excluding debt in respect of the Guarantee of such Guarantor, as they become absolute and mature.

Section 11.07.     Waiver of Subrogation.

Until payment in full of the Notes, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under this

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Guarantee and this Indenture, including any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including the right to take or receive from the Company, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.07 is knowingly made in contemplation of such benefits.

Section 11.08.     Execution of Guarantee.

To evidence their guarantee to the Holders specified in Section 11.01, the Guarantors hereby agree to execute the Guarantee in substantially the form of Exhibit A required to be endorsed on each Note ordered to be authenticated and delivered by the Trustee. Each Guarantor hereby agrees that its Guarantee set forth in Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. Each such Guarantee shall be signed on behalf of each Guarantor by an Officer of such Guarantor (who shall, in each case, have been duly authorized by all requisite corporate or other actions) prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of such Guarantor. Such signatures upon the Guarantee may be by manual or facsimile signature of such officer and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee shall cease to be such officer before the Note on which such Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the person who signed the Guarantee had not ceased to be such officer of the Guarantor.

ARTICLE XII SUBORDINATION OF GUARANTEES

Section 12.01.     Agreement To Subordinate.     Each Guarantor agrees, and each Noteholder by accepting a Note agrees, that the Indebtedness evidenced by each Guarantee is subordinated in right of payment, to the extent and in the manner provided in this Article XII, to the prior payment of all Obligations with respect to Senior Indebtedness of such Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. Each Guarantee shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of such Guarantor and only Indebtedness of the Guarantor which is Senior

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Indebtedness shall rank senior to the Guarantee in accordance with the provisions set forth herein. All provisions of this Article XII shall be subject to Section 12.12.

Section 12.02.     Liquidation, Dissolution, Bankruptcy.     Upon any payment or distribution of the assets of any Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of a Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to any Guarantor or its respective property:

(a) the holders of Senior Indebtedness of such Guarantor shall be entitled to receive payment in full in cash of all Obligations with respect to such Senior Indebtedness (including all interest accruing subsequent to the filing of a petition in bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) before Noteholders shall be entitled to receive any payment or distribution with respect to the Notes; and

(b) until all Obligations with respect to such Senior Indebtedness are paid in full in cash, any payment or distribution to which Noteholders would be entitled but for this Article XII shall be made to holders of such Senior Indebtedness as their interests may appear, except that Noteholders may receive shares of stock and any debt securities that are subordinated to such Senior Indebtedness, and to any debt securities received by holders of Senior Indebtedness, to at least the same extent as the Guarantee is subordinated to Senior Indebtedness of such Guarantor.

Section 12.03.     Default on Senior Indebtedness.     No Guarantor may pay (in cash, property or other assets) the principal of or interest on the Notes or make any deposit pursuant to Article VIII and may not repurchase, redeem or otherwise retire any Notes (collectively, “pay its Guarantee”) if either of the following occurs (each, a “Payment Default”) (i) any Obligations with respect to Designated Senior Indebtedness of such Guarantor are not paid in full in cash when due or (ii) any other default on Designated Senior Indebtedness of such Guarantor occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the Payment Default has been cured or waived and any such acceleration has been rescinded in writing or (y) such Designated Senior Indebtedness has been paid in full in cash; provided, however, that a Guarantor may pay its Guarantee without regard to the foregoing if the Guarantor and the Trustee receive written notice approving such payment from the Representatives of all Designated Senior Indebtedness with respect to which the Payment Default has occurred and is continuing. During the continuance of any default (other than a Payment Default) with respect to any Designated Senior Indebtedness of such Guarantor pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, a Guarantor may not pay its Guarantee for a period (a “Payment Blockage Period”) of 179 days commencing upon the receipt by such Guarantor and the Trustee of written notice (a “Blockage Notice”) of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period. The Payment Blockage Period will end prior to such 179^th day if such Payment Blockage Period is terminated (i) by written notice to the Trustee and such Guarantor from the Person or Persons who gave such Blockage Notice, (ii) because no defaults continue in existence

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which would permit the acceleration of the maturity of any Designated Senior Indebtedness of such Guarantor at such time; or (iii) because such Designated Senior Indebtedness has been repaid in full in cash. Notwithstanding the provisions described in the immediately preceding two sentences (but subject to the first sentence of this Section 12.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, or any Payment Default otherwise exists, the Guarantor may resume payments pursuant to its Guarantee after termination of such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness of such Guarantor during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness of such Guarantor (other than holders of Bank Indebtedness), a Representative of the holders of Bank Indebtedness may give another Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any consecutive 360-day period, and there must be 181 days during any consecutive 360–day period during which no Payment Blockage Period is in effect. For purposes of this Section, no default or event of default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness of such Guarantor initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Section 12.04.    Demand for Payment.    If a demand for payment is made on a Guarantor pursuant to Article XI, the Company or the Trustee shall promptly notify the holders of the Designated Senior Indebtedness of such Guarantor (or their Representatives) of such demand. If any Designated Senior Indebtedness of such Guarantor is outstanding at the time of such demand, the Guarantor may not pay its Guarantee until five Business Days after the Representatives of all the issues of Designated Senior Indebtedness of such Guarantor receive notice of such acceleration and, thereafter, may pay its Guarantee only if this Article XII otherwise permits payment at that time.

Section 12.05.    When Distribution Must Be Paid Over.    If a distribution is made to Noteholders that because of this Article XII should not have been made to them, the Noteholders who receive the distribution shall hold it in trust for holders of Senior Indebtedness of the relevant Guarantor and pay it over to them or their Representatives as their interests may appear.

Section 12.06.    Subrogation.    After all Senior Indebtedness of a Guarantor is paid in full in cash and until the Notes are paid in full, Noteholders shall be subrogated to the rights of holders of such Senior Indebtedness to receive distributions applicable to such Senior Indebtedness. A distribution made under this Article XII to holders of such Senior Indebtedness which otherwise would have been made to Noteholders is not, as between a Guarantor and Noteholders, a payment by a Guarantor on such Senior Indebtedness.

Section 12.07.    Relative Rights.    This Article XII defines the relative rights of Noteholders and holders of Senior Indebtedness of each Guarantor. Nothing in this Indenture shall:

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(a) impair, as between a Guarantor and Noteholders, the obligation of the Guarantor, which is absolute and unconditional, to pay its Guarantee to the extent set forth in Article XI; or

(b) prevent the Trustee or any Noteholder from exercising its available remedies upon a Default by such Guarantor under its Guarantee, subject to the rights of holders of Senior Indebtedness of such Guarantor to receive distributions otherwise payable to Noteholders.

Section 12.08.    Subordination May Not Be Impaired.    No right of any holder of Senior Indebtedness of any Guarantor to enforce the subordination of the Indebtedness evidenced by the Guarantees shall be impaired by any act or failure to act by a Guarantor or by its failure to comply with this Indenture.

Section 12.09.    Rights of Trustee and Paying Agent.    Notwithstanding Section 12.03, the Trustee or Paying Agent may continue to make payments on any Guarantee and shall not be charged with knowledge of the existence of facts that would prohibit the making of any such payments unless, not less than two Business Days prior to the date of such payment, a Trust Officer of the Trustee receives notice satisfactory to it that payments may not be made under this Article XII. A Guarantor, the Company, the Registrar or co-registrar, the Paying Agent, a Representative or a holder of Senior Indebtedness of such Guarantor may give the notice; provided, however, that, if an issue of Senior Indebtedness of any Guarantor has a Representative, only the Representative may give the notice.

The Trustee in its individual or any other capacity may hold Senior Indebtedness of a Guarantor with the same rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article XII with respect to any Senior Indebtedness of a Guarantor which may at any time be held by it, to the same extent as any other holder of such Senior Indebtedness; and nothing in Article VII shall deprive the Trustee of any of its rights as such holder. Nothing in this Article XII shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07.

Section 12.10.    Distribution or Notice to Representative.    Whenever a distribution is to be made or a notice given to holders of Senior Indebtedness of a Guarantor, the distribution may be made and the notice given to their Representative (if any).

Section 12.11.    Article XII Not To Prevent Events of Default or Limit Right To Accelerate.    The failure to make a payment pursuant to a Guarantee by reason of any provision in this Article XII shall not be construed as preventing the occurrence of a Default. Nothing in this Article XII shall have any effect on the right of the Noteholders or the Trustee to make a demand for payment on any Guarantor pursuant to its Guarantee.

Section 12.12.    Trust Moneys Not Subordinated.    Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of U.S. Government Obligations held in trust under Article VIII by the Trustee for the payment of principal of and interest on the Notes shall not be subordinated to the prior payment of any Senior Indebtedness of any

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Guarantor or subject to the restrictions set forth in this Article XII, and none of the Noteholders shall be obligated to pay over any such amount to a Guarantor or the Company or any holder of Senior Indebtedness of the Company or a Guarantor or any other creditor of the Company or a Guarantor.

Section 12.13.    Trustee Entitled To Rely.    Upon any payment or distribution pursuant to this Article XII, the Trustee and the Noteholders shall be entitled to rely (i) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (ii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Noteholders or (iii) upon the Representatives for the holders of Senior Indebtedness of a Guarantor or the Company for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Senior Indebtedness and other Indebtedness of such Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of a Guarantor to participate in any payment or distribution pursuant to this Article X, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article XII, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article XII.

Section 12.14.    Trustee To Effectuate Subordination.    Each Noteholder by accepting a Note authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination between the Noteholders and the holders of Senior Indebtedness of a Guarantor as provided in this Article XII and appoints the Trustee as attorney-in-fact for any and all such purposes.

Section 12.15.    Trustee Not Fiduciary for Holders of Senior Indebtedness.    The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of any Guarantor and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Noteholders or the Company, a Guarantor or any other Person, money or assets to which any holders of Senior Indebtedness of a Guarantor shall be entitled by virtue of this Article XII or otherwise.

Section 12.16.    Reliance by Holders of Senior Indebtedness on Subordination Provisions.    Each Noteholder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness of a Guarantor, whether such Senior Indebtedness was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness.

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ARTICLE XIII

MISCELLANEOUS

Section 13.01    Trust Indenture Act of 1939.    If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA Section 318(c), the imposed duties shall control.

Section 13.02.    Notices.    Any notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail addressed as follows:

if to the Company or any Guarantor:

Graphic Packaging Corporation

4455 Table Mountain Drive

Golden, Colorado 80403

Attention: General Counsel

if to the Trustee:

Wells Fargo Bank Minnesota, National

            Association

213 Court Street

Suite 962

Middletown, Connecticut 06457

Attention: Corporate Trust Services

The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

Any notice or communication mailed to a Holder shall be mailed to him at his address as it appears on the Security Register by first class mail and shall be sufficiently given to him if so mailed within the time prescribed. Copies of any such communication or notice to a Holder shall also be mailed to the Trustee and each Agent at the same time. Any notice or communication shall also be mailed to any person described in TIA Section 313(c), to the extent required by the TIA.

Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. Except for a notice to the Trustee, which is deemed given only when received, and except as otherwise provided in this Indenture, if a notice or communication is mailed in the manner provided in this Section 13.02, it is duly given, whether or not the addressee receives it.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with

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the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

Section 13.03.    Certificate and Opinion as to Conditions Precedent.    Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

(i) an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(ii) an Opinion of Counsel stating that, in the opinion of such Counsel, all such conditions precedent have been complied with.

Section 13.04.    Statements Required in Certificate or Opinion.    Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(i) a statement that each person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(ii) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based;

(iii) a statement that, in the opinion of each such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(iv) a statement as to whether or not, in the opinion of each such person such condition or covenant has been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

Section 13.05.    Rules by Trustee, Paying Agent or Registrar.    The Trustee may make reasonable rules for action by or at a meeting of Holders. The Paying Agent or Registrar may make reasonable rules for its functions.

Section

Section 13.06.    Legal Holidays.    A “Legal Holiday” is a Saturday, a Sunday or other day on which commercial banking institutions are authorized or required to be closed in New York City. If a payment date is a Legal Holiday, payment should be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected.

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Section 13.07.    Governing Law.    The laws of the State of New York shall govern this Indenture and the Notes. The Trustee, the Company, the Guarantors and the Holders agree to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Indenture or the Notes.

Section

Section 13.08.    No Adverse Interpretation of Other Agreements.    This Indenture may not be used to interpret another indenture, loan or debt agreement of the Parent or any Subsidiary of the Parent. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 13.09.    No Recourse Against Others.    No recourse for the payment of the principal of, premium, if any, or interest on any of the Notes or the Guarantees, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company contained in this Indenture, or in any of the Notes or the Guarantees, or because of the creation of any Indebtedness represented thereby, shall be had against any incorporator or against any past, present or future partner, shareholder, other equityholder, officer, director, employee or controlling person, as such, of the Company, any Guarantor or of any successor Person, either directly or through the Company, any Guarantor or any successor Person, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture, the Guarantees and the issue of the Notes.

Section 13.10.    Successors.    All agreements of the Company in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors.

Section 13.11.    Duplicate Originals.    The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 13.12.    Separability.    In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 13.13.    Table of Contents, Headings, Etc.    The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms and provisions hereof.

Section 13.14.    Communication by Holders of Notes with Other Holders of Notes.    Holders may communicate pursuant to TIA Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c).

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SIGNATURES

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the date first written above.

GRAPHIC PACKAGING CORPORATION, as Issuer
By:
	Name:
	Title:

GRAPHIC PACKAGING INTERNATIONAL CORPORATION
GRAPHIC PACKAGING HOLDINGS, INC.
GOLDEN TECHNOLOGIES COMPANY, INC.
GOLDEN EQUITIES, INC.
GAC ALUMINUM CORPORATION
LAUENER ENGINEERING LIMITED, as Guarantors
By:
	Name:
	Title:

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Trustee
By:
	Name:
	Title:

EXHIBIT A

[FACE OF NOTE]

GRAPHIC PACKAGING CORPORATION

8  ⁵/8% Senior Subordinated Note due 2012

CUSIP [         ]

$        

No.

GRAPHIC PACKAGING CORPORATION, a Delaware corporation (the “Company”), which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to [         ], or its registered assigns, the principal sum of [         ] ($[         ]) on February 15, 2012.

Interest Payment Dates: February 15 and August 15, commencing August 15, 2002.

Regular Record Dates: February 1 and August 1.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers.

Date:[            ]	GRAPHIC PACKAGING CORPORATION
	By:
		Name:
		Title:

Attest:

By:
	Name:
	Title:

(Trustee’s Certificate of Authentication)

This is one of the 8 ⁵/8% Senior Subordinated Notes due 2012 described in the within-mentioned Indenture.

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Trustee
By:
	Authorized Signatory

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[REVERSE SIDE OF NOTE]

GRAPHIC PACKAGING CORPORATION

8 ⁵/8% Senior Subordinated Note due 2012

1.    Principal and Interest.

The Company will pay the principal of this Note on February 15, 2012.

The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate per annum shown above.

Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the February 1 or August 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing August 15, 2002.

If a Registration Default (as defined in the Registration Rights Agreement dated February 28, 2002, among the Company, Graphic Packaging International Corporation (the “Parent”) and the Initial Purchasers) occurs, the annual interest rate borne by the Notes shall be increased by 0.25% from the rate shown above for the first 90-day period immediately following the occurrence of a Registration Default and by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured (at which point the interest rate will be reduced to the interest rate in effect prior to the occurrence of such Registration Default), up to a maximum additional interest rate of 1.5% per annum, payable in cash semiannually, in arrears. The Holder of this Note is entitled to the benefits of such Registration Rights Agreement.

Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from February 28, 2002; provided that, if there is no existing default in the payment of interest and this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is 2 % in excess of the rate otherwise payable.

2.    Method of Payment.

The Company will pay interest (except defaulted interest) on the principal amount of the Notes as provided above on each February 15 and August 15 (an “Interest Payment Date”) to the persons who are Holders (as reflected in the Security Register at the close of business on such February 1 and August 1 immediately preceding the Interest Payment Date), in each case even if the Note is cancelled upon registration of transfer or registration of exchange after such record

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date; provided that, with respect to the payment of principal, the Company will make payment to the Holder that surrenders this Note to a Paying Agent on or after February 15, 2012.

The Company will pay principal, premium, if any, and as provided above, interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Company may pay principal, premium, if any, and interest by its check payable in such money. It may mail an interest check to a Holder’s registered address (as reflected in the Security Register). If a payment date is a date other than a Business Day at a place of payment, payment may be made at that place on the next succeeding day that is a Business Day and no interest shall accrue for the intervening period.

3.    Paying Agent and Registrar.

Initially, the Trustee will act as authenticating agent, Paying Agent and Registrar. The Company may change any authenticating agent, Paying Agent or Registrar without notice. The Parent, any Subsidiary or any Affiliate of any of them may act as Paying Agent, Registrar or co-Registrar.

4.    Indenture; Limitations.

The Company issued the Notes under an Indenture dated as of February 28, 2002 (the “Indenture”), among the Company, each of the Guarantors named therein and Wells Fargo Bank Minnesota, National Association, as trustee (the “Trustee”). Capitalized terms herein are used as defined in the Indenture unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture shall control.

The Notes are unsecured, general senior subordinated obligations of the Company. The Indenture limits the original aggregate principal amount of the Notes to $300,000,000 (subject to Section 2.16 of the Indenture). The Company shall be entitled, subject to its compliance with Section 4.02 of the Indenture, to issue Additional Notes pursuant to Section 2.16 of the Indenture.

To guarantee the due and punctual payment of the principal, premium, if any, and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have unconditionally guaranteed (and future Guarantors, together with the Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

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5.    Redemption.

The Notes (including Additional Notes, if any) will be redeemable, at the Company’s option, in whole or in part, at any time on or after February 15, 2007 and prior to maturity, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s last address as it appears in the Security Register, at the following Redemption Prices (expressed in percentages of their principal amount), plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date that is on or prior to the Redemption Date to receive interest due on an Interest Payment Date), if redeemed during the 12-month period commencing on February 15 of the applicable year set forth below:

Year	Redemption Price
2007	104.313	%
2008	102.875	%
2009	101.438	%
2010 and thereafter	100.000	%

Notes in original denominations larger than $1,000 may be redeemed in part. On and after the Redemption Date, interest ceases to accrue on Notes or portions of Notes called for redemption, unless the Company defaults in the payment of the Redemption Price.

Prior to February 15, 2005, the Company may at its option on one or more occasions redeem the Notes (including Additional Notes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of Notes (which includes Additional Notes, if any) originally issued at a redemption price of 108.625% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the redemption date, with the Net Cash Proceeds from one or more Equity Offerings (provided that the Net Cash Proceeds thereof equal to the amount required to redeem any such Notes is contributed by the Parent to the equity capital of the Company); provided, however, that (i) at least 65% of such aggregate principal amount of Notes (which includes Additional Notes, if any) originally issued remains outstanding immediately after the occurrence of each such redemption (other than Notes held, directly or indirectly, by the Parent or its Affiliates) and (ii) each such redemption occurs within 90 days after the date of the related Equity Offering.

Prior to February 15, 2007, the Company may redeem the Notes (including Additional Notes, if any) as a whole upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the date of redemption.

“Applicable Premium” means, with respect to a Note at any time, the greater of (i) 1% of the principal amount of such Note and (ii) the excess of (A) the present value at such time of (1) the redemption price of such Note at February 15, 2007 plus (2) all required interest payments

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due on such Note through February 15, 2007, computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the principal amount of such Note.

“Equity Offering” means any primary offering of common stock of the Parent (other than Redeemable Stock) to Persons who are not Affiliates of the Parent other than (i) public offerings with respect to the Parent’s common stock registered on Form S-8 and (ii) issuances upon exercise of options by employees of the Parent or any of its Restricted Subsidiaries.

“Treasury Rate” means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two Business Days prior to the redemption date of the Notes (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to February 15, 2007; provided, however, that if the period from the redemption date to February 15, 2007 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the redemption date to February 15, 2007, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

6.    Repurchase upon Change of Control.

Upon the occurrence of any Change of Control, each Holder shall have the right to require the repurchase of its Notes by the Company in cash pursuant to the offer described in the Indenture at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (the “Payment Date”).

A notice of such Change of Control will be mailed within 30 days after any Change of Control occurs to each Holder at his last address as it appears in the Security Register. Notes in original denominations larger than $1,000 may be sold to the Company in part. On and after the Payment Date, interest ceases to accrue on Notes or portions of Notes surrendered for purchase by the Company, unless the Company defaults in the payment of the purchase price.

7.    Subordination.

The Notes and the Guarantees are subordinated to Senior Indebtedness. To the extent provided in the Indenture, Senior Indebtedness must be paid before the Notes may be paid. The Company agrees, and each Noteholder by accepting a Note agrees, to the subordination provisions contained in the Indenture and authorizes the Trustee to give them effect and appoints the Trustee as attorney-in-fact for such purpose. The Notes will in all respects rank pari passu with all other Senior Subordinated Indebtedness.

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8.    Denominations; Transfer; Exchange.

The Notes are in registered form without coupons in denominations of $1,000 of principal amount and multiples of $1,000 in excess thereof. A Holder may register the transfer or exchange of Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer or exchange of any Notes selected for redemption. Also, it need not register the transfer or exchange of any Notes for a period of 15 days before a selection of Notes to be redeemed is made.

9.    Persons Deemed Owners.

A Holder shall be treated as the owner of a Note for all purposes.

10.    Unclaimed Money.

If money for the payment of principal, premium, if any, or interest remains unclaimed for two years, the Trustee and the Paying Agent will pay the money back to the Company at its request. After that, Holders entitled to the money must look to the Company for payment, unless an abandoned property law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

11.    Discharge Prior to Redemption or Maturity.

If the Company deposits with the Trustee money or U.S. Government Obligations sufficient to pay the then outstanding principal of, premium, if any, and accrued interest on the Notes (a) to redemption or maturity, the Company will be discharged from the Indenture and the Notes, except in certain circumstances for certain sections thereof, and (b) to the Stated Maturity, the Company will be discharged from certain covenants set forth in the Indenture.

12.    Amendment; Supplement; Waiver.

Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding, and any existing default or compliance with any provision may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding. Without notice to or the consent of any Holder, the parties thereto may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency and make any change that does not materially and adversely affect the rights of any Holder.

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13.    Restrictive Covenants.

The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries, among other things, to Incur additional Indebtedness, make Restricted Payments, create dividend or other payment restrictions affecting Restricted Subsidiaries, issue or sell Capital Stock of Restricted Subsidiaries, make and use the proceeds from Asset Sales, engage in transactions with Affiliates, create Liens, or merge, consolidate or transfer substantially all of its assets. Within 120 days after the end of the each fiscal year), the Company must report to the Trustee regarding its compliance with such limitations.

14.    Successor Persons.

When a successor person or other entity assumes all the obligations of its predecessor under the Notes and the Indenture, the predecessor person will be released from those obligations.

15.    Defaults and Remedies.

The following events constitute “Events of Default” under the Indenture: (a) default in the payment of principal of (or premium, if any, on) any Note when the same becomes due and payable at maturity, upon acceleration, redemption or otherwise; (b) default in the payment of interest on any Note when the same becomes due and payable, and such default continues for a period of 30 days; (c) failure of the Parent or the Company to comply with its obligations under Section 5.01 of the Indenture; (d)(i) failure by the parent or the Company, as applicable, to comply for 30 consecutive days after notice with its obligations in Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09 (other than a failure to purchase Notes), 4.11 (other than a failure to purchase Notes) and 4.15 or (ii) failure by the Company or the Parent to comply for 60 consecutive days after notice with any of its other obligations contained in the Indenture; (e) the occurrence with respect to any issue or issues of Indebtedness of the Parent, the Company or any Significant Subsidiary having an outstanding principal amount of $10 million or more in the aggregate for all such issues of all such Persons, whether such Indebtedness now exists or shall hereafter be created of, (I) an event of default that has caused the holder thereof to declare such Indebtedness to be due and payable prior to its Stated Maturity and such Indebtedness has not been discharged in full or such acceleration has not been rescinded or annulled within 30 days of such acceleration or (II) the failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or extended within 30 days of such payment default; (f) any final judgment or order (not covered by insurance) for the payment of money in excess of $20 million in the aggregate for all such final judgments or orders against all such Persons (treating any deductibles, self-insurance or retention as not so covered) shall be rendered against the Parent, the Company or any Significant Subsidiary and shall not be paid or discharged, and there shall be any period of 60 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such Persons to exceed $20 million during which a stay of enforcement of such final judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; (g) a court having jurisdiction in the premises enters a

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decree or order for (A) relief in respect of the Parent, the Company or any Significant Subsidiary in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Parent, the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Parent, the Company or any Significant Subsidiary or (C) the winding up or liquidation of the affairs of the Parent, the Company or any Significant Subsidiary and, in each case, such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; (h) the Parent, the Company or any Significant Subsidiary (A) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Parent, the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the parent, the Company or any of its Significant Subsidiaries or (C) effects any general assignment for the benefit of creditors; or (i) any Guarantee ceases to be in full force and effect (other than in accordance with the terms of the Indenture) or any Guarantor disaffirms its obligations under its Guarantee.

If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes may declare all the Notes to be due and payable. If a bankruptcy or insolvency default with respect to the Company or any Restricted Subsidiary occurs and is continuing, the Notes automatically become due and payable. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Notes then outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Noteholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

16.    Trustee Dealings with Company.

The Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from and perform services for the Parent, the Company or its Affiliates and may otherwise deal with the Parent, the Company or its Affiliates as if it were not the Trustee.

17.    No Recourse Against Others.

No incorporator or any past, present or future partner, stockholder, other equity holder, officer, director, employee or controlling person as such, of the Company or of any successor Person shall have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.

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18.    Authentication.

This Note shall not be valid until the Trustee or authenticating agent signs the certificate of authentication on the other side of this Note.

19.    Abbreviations.

Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/MIA (= Uniform Gifts to Minors Act).

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to Graphic Packaging Corporation, 4455 Table Mountain Drive, Golden, Colorado 80403, Attention: General Counsel.

20.    CUSIP Numbers

Pursuant to a recommendation promulgation by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP numbers to be printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders of the Notes. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be place only on the other identification numbers placed thereon.

21.    Holders’ Compliance with Registration Rights Agreement.

Each Noteholder, by acceptance hereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including the obligations of the Notes with respect to a registration and the indemnification of the Company to the extent provided therein.

22.    Governing Law.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

The Company will furnish to any Holder of a Note upon written request and without charge to the Noteholder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: Graphic Packaging Corporation, 4455 Table Mountain Drive, Golden, Colorado 80403, Attention: General Counsel.

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EXHIBIT “A”

SENIOR SUBORDINATED GUARANTEE

Graphic Packaging International Corporation, Graphic Packaging Holdings, Inc., Golden Technologies Company, Inc., Golden Equities, Inc., GAC Aluminum Corporation and Lauener Engineering Limited (the “Guarantors”) have unconditionally guaranteed (such guarantee by each Guarantor being referred to herein as the “Guarantee”) (i) the due and punctual payment of the principal of and interest on the Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and interest, if any, on the Notes, to the extent lawful, and the due and punctual performance of all other Obligations of the Company to the Holders or the Trustee all in accordance with the terms set forth in Article XI of the Indenture and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

No director, officer, employee or stockholder, as such, of the Guarantor shall have any liability under the Guarantee. Each holder of a Note by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Guarantees.

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The Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Notes upon which the Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers.

GRAPHIC PACKAGING
INTERNATIONAL CORPORATION
GRAPHIC PACKAGING HOLDINGS, INC.
GOLDEN TECHNOLOGIES COMPANY, INC.
GAC ALUMINUM CORPORATION
LAUENER ENGINEERING, LIMITED,
as Guarantors
By:
	Name:
	Title:

[FORM OF TRANSFER NOTICE]

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

Please print or typewrite name and address including zip code of assignee

the within Note and all rights thereunder, hereby irrevocably constituting and appointing                     attorney to transfer said Note on the books of the Company with full power of substitution in the premises.

[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL NOTES OTHER THAN EXCHANGE NOTES, UNLEGENDED OFFSHORE GLOBAL NOTES AND UNLEGENDED OFFSHORE PHYSICAL NOTES]

In connection with any transfer of this Note occurring prior to the date which is the earlier of (i) the date the shelf registration statement is declared effective or (ii) the end of the

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period referred to in Rule 144(k) under the Securities Act, the undersigned confirms that without utilizing any general solicitation or general advertising that:

[Check One]

¨ (a) this Note is being transferred in compliance with the exemption from registration under the Securities Act of 1933 provided by Rule 144A thereunder.

or

¨ (b) this Note is being transferred other than in accordance with (a) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture.

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If none of the foregoing boxes is checked, the Trustee or other Registrar shall not be obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.08 of the Indenture shall have been satisfied.

Date:
	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever

TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933 and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Date:
	NOTICE: To be executed by an executive officer

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OPTION OF HOLDER TO ELECT PURCHASE

If you wish to have this Note purchased by the Company pursuant to Section 4.09 or Section 4.11 of the Indenture, check the Box:    ¨

If you wish to have a portion of this Note purchased by the Company pursuant to Section 4.09 or Section 4.11 of the Indenture, state the amount:    $                                    .                                                     .

Date:

Your Signature: (Sign exactly as your name appears on the other side of this Note)

Signature Guarantee:

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EXHIBIT B

Form of Certificate

[                     ,        ]

Wells Fargo Bank Minnesota,

National Association

Re: Graphic Packaging Corporation (the “Company”)

8 ⁵/8% Senior Subordinated Notes

due 2012 (the “Notes”)

Dear Sirs:

This letter relates to U.S. $[             ] principal amount of Notes represented by a Note (the “Legended Note”) which bears a legend outlining restrictions upon transfer of such Legended Note. Pursuant to Section 2.02 of the Indenture dated as of February 28, 2002 (the “Indenture”) relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933. Accordingly, you are hereby requested to exchange the legended certificate for an unlegended certificate representing an identical principal amount of Notes, all in the manner provided for in the Indenture.

You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S.

Very truly yours,

[Name of Holder]

By:___________________________

        Authorized Signature

EXHIBIT C

Form of Certificate to Be

Delivered in Connection with

Transfers to Non-QIB Accredited Investors

[                     ,         ]

Wells Fargo Bank Minnesota,

National Association

Re: Graphic Packaging Corporation (the “Company”)

8 ⁵/8% Senior Subordinated Notes

due 2012 (the “Notes”)

Dear Sirs:

In connection with our proposed purchase of $ [             ] aggregate principal amount of the Notes, we confirm that:

1. We understand that any subsequent transfer of the Notes is subject to certain restrictions and conditions set forth in the Indenture dated as of February 28, 2002 (the “Indenture”), relating to the Notes, and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes except in compliance with, such restrictions and conditions and the Securities Act of 1933 (the “Securities Act”).

2. We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell any Notes, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the exemption from registration provided by Rule 144 under the Securities Act, or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing any of the Notes from us a notice advising such purchaser that resales of the Notes are restricted as stated herein.

3. We understand that, on any proposed resale of any Notes, we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the

foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect.

4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment.

5. We are acquiring the Notes purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.

You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

Very truly yours,

[Name of Transferee]

By:                                              

        Authorized Signature

C-2

EXHIBIT D

Form of Certificate to Be Delivered

in Connection with Transfers

Pursuant to Regulation S

[                     ,        ]

Wells Fargo Bank Minnesota,

National Association

Re: Graphic Packaging Corporation (the “Company”)

8 ⁵/8% Senior Subordinated Notes

due 2012 (the “Notes”)

Dear Sirs:

In connection with our proposed sale of U.S. $[             ] aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the Securities Act of 1933 and, accordingly, we represent that:

(1) the offer of the Notes was not made to a person in the United States;

(2) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States;

(3) no directed selling efforts have been made by us in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; and

(4) the transaction is not part of a plan or scheme to evade the registration requirements of the U.S. Securities Act of 1933.

You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S.

Very truly yours,

[Name of Transferor]

By: _________________________

        Authorized Signature

D-2

EX-4.9

Exhibit 4.9

EXECUTION COPY

$300,000,000

GRAPHIC PACKAGING CORPORATION

8 ⁵/8% Senior Subordinated Notes due 2012

REGISTRATION RIGHTS AGREEMENT

February 28, 2002

Credit Suisse First Boston Corporation

Morgan Stanley & Co. Incorporated

c/o Credit Suisse First Boston Corporation

Eleven Madison Avenue

New York, New York 10010-3629

Dear Sirs:

Graphic Packaging Corporation, a Delaware corporation (the “Issuer”), proposes to issue and sell to Credit Suisse First Boston Corporation and Morgan Stanley & Co. Incorporated (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement of even date herewith (the “Purchase Agreement”), $300,000,000 aggregate principal amount of its 8 ⁵/8% Senior Subordinated Notes due 2012 (the “Initial Securities”) to be guaranteed (the “Guaranties”) by Graphic Packaging International Corporation (the “Parent”) and the existing and future domestic subsidiaries of the Parent (the “Subsidiary Guarantors” and, together with the Parent, the “Guarantors”). The Initial Securities will be issued pursuant to an Indenture, dated as of February 28, 2002 (the “Indenture”), among the Issuer, the Guarantors (collectively, the “Company”) and Wells Fargo Bank Minnesota, National Association, as trustee (the “Trustee”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company agrees with the Initial Purchasers, for the benefit of the Initial Purchasers and the holders of the Securities (as defined below) (collectively the “Holders”), as follows:

1.    Registered Exchange Offer.    Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1), the Company shall prepare and, not later than 90 days (such 90th day being a “Filing Deadline”) after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933 (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Issuer issued under the Indenture, identical in all material respects to the Initial Securities and registered under the Securities Act (the “Exchange Securities”). The Company shall (i) use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 180 days after the Closing Date (such 180^th day being an “Effectiveness Deadline”) and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”).

If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”).

Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (i) is not an affiliate of the Company within the meaning of the Securities Act, (ii) acquires the Exchange Securities in the ordinary course of such Holder’s business, (iii) has no arrangements with any person to participate in the distribution of the Exchange Securities and (iv) is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States.

The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder that is a broker–dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”) is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities acquired in exchange for Initial Securities constituting any portion of an unsold allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S–K under the Securities Act, as applicable, in connection with such sale.

The Company shall use its best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act, for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker–dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer (or such shorter period during which broker-dealers are required by law to deliver such prospectus); provided, further, that, during such period, the Company may suspend the effectiveness of the Exchange Offer Registration Statement for a period of not more than 30 days in any calendar year if there is a possible acquisition or business combination or other transaction, business development or event involving the Company that would require disclosure in the Exchange Offer Registration Statement and the Company determines in the exercise of its reasonable judgment that such disclosure is not in the best interests of the Company and its shareholders or obtaining any financial statements relating to an acquisition or business combination required to be included in the Exchange Offer Registration Statement would be impracticable. In the event that the Company suspends the effectiveness of the Exchange Offer Registration Statement as contemplated by the final proviso to the foregoing sentence, the Company shall promptly notify any such Exchanging Dealer, Initial Purchaser or broker-dealer of the suspension of the Exchange Offer Registration Statement’s effectiveness, provided that

2

such notice shall not require the Company to disclose the possible acquisition or business combination or other transaction, business development or event if the Company determines in good faith that such acquisition or business combination or other transaction, business development or event should remain confidential. Upon the abandonment, consummation, termination or public announcement by or on behalf of the Company of the possible acquisition or business combination or other transaction, business development or event or the availability of the required financial statements with respect to a possible acquisition or business combination, the suspension of the use of the Exchange Offer Registration Statement shall cease and the Company shall promptly comply with Section 3(j) hereof and notify such Exchanging Dealer, Initial Purchaser or broker-dealer that the use of the prospectus contained in the Exchange Offer Registration Statement, as amended or supplemented, as applicable, may resume.

If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.”

In connection with the Registered Exchange Offer, the Company shall:

(a) mail to each Holder a copy of the prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

(b) keep the Registered Exchange Offer open for not less than 30 days (or longer, if required by applicable law) after the date notice thereof is mailed to the Holders;

(c) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan, The City of New York, which may be the Trustee or an affiliate of the Trustee;

(d) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last business day on which the Registered Exchange Offer shall remain open; and

(e) otherwise comply with all applicable laws.

As soon as practicable after the close of the Registered Exchange Offer or the Private Exchange, as the case may be, the Company shall:

(x) accept for exchange all the Securities validly tendered and not withdrawn pursuant to the Registered Exchange Offer and the Private Exchange;

(y) deliver to the Trustee for cancellation all the Initial Securities so accepted for exchange; and

(z) cause the Trustee to authenticate and deliver promptly to each Holder of the Initial Securities, Exchange Securities or Private Exchange Securities, as the case may be, equal in principal amount to the Initial Securities of such Holder so accepted for exchange.

The Indenture will provide that the Exchange Securities will not be subject to the transfer restrictions set forth in the Indenture and that all the Securities will vote and consent together on all matters

3

as one class and that none of the Securities will have the right to vote or consent as a class separate from one another on any matter.

Interest on each Exchange Security and Private Exchange Security issued pursuant to the Registered Exchange Offer and in the Private Exchange will accrue from the last interest payment date on which interest was paid on the Initial Securities surrendered in exchange therefor or, if no interest has been paid on the Initial Securities, from the date of original issue of the Initial Securities.

Each Holder participating in the Registered Exchange Offer shall be required to represent to the Company that at the time of the consummation of the Registered Exchange Offer (i) any Exchange Securities received by such Holder will be acquired in the ordinary course of business, (ii) such Holder will have no arrangements or understanding with any person to participate in the distribution of the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such Holder is not an “affiliate,” as defined in Rule 405 of the Securities Act, of the Company or if it is an affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker–dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities and (v) if such Holder is a broker–dealer, that it will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market–making activities or other trading activities and that it will deliver a prospectus in connection with any resale of such Exchange Securities.

Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such prospectus, does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

If following the date hereof there has been announced a change in Commission policy with respect to exchange offers that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Registered Exchange Offer is permitted by applicable federal law, the Company will seek a no-action letter or other favorable decision from the Commission allowing the Company to consummate the Registered Exchange Offer. The Company will pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company will take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (i) participating in telephonic conferences with the Commission, (ii) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that the Registered Exchange Offer should be permitted and (iii) diligently pursuing a resolution (which need not be favorable) by the Commission staff.

2.    Shelf Registration.    If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated by the 210th day after the Closing Date, (iii) any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) notifies the Company within 10 business days following consummation of the Registered Exchange Offer that such Holder is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the

4

date of the exchange and any such Holder so requests, the Company shall take the following actions (the date on which any of the conditions described in the foregoing clauses (i) through (iv) occur, including in the case of clauses (iii) or (iv) the receipt of the required notice, being a “Trigger Date”):

(a) The Company shall promptly (but in no event more than 90 days after the Trigger Date (such 90th day being a “Filing Deadline”)) file with the Commission and thereafter use its commercially reasonable efforts to cause to be declared effective no later than 180 days after the Filing Deadline (such 180th day being an “Effectiveness Deadline”) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.

(b) The Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law or is otherwise permitted to be taken pursuant to this Agreement.

(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

3.    Registration Procedures.    In connection with any Shelf Registration contemplated by Section 2 hereof and, to the extent applicable, any Registered Exchange Offer contemplated by Section 1 hereof, the following provisions shall apply:

(a) The Company shall (i) furnish to each Initial Purchaser, prior to the filing thereof with the Commission, a copy of the Registration Statement and each amendment thereof and each supplement, if any, to the prospectus included therein and, in the event that an Initial Purchaser (with respect to any portion of an unsold allotment from the original offering) is participating in the Registered Exchange Offer or the Shelf Registration Statement, the Company shall use its commercially reasonable efforts to reflect in each such document, when so filed with the Commission, such comments as such Initial Purchaser reasonably may propose; (ii) include the information set forth in Annex A hereto on the cover, in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section and in Annex C hereto in the “Plan of Distribution” section of the prospectus forming a part of the Exchange Offer Registration Statement and include the information set forth in Annex D hereto in the Letter of Transmittal

5

delivered pursuant to the Registered Exchange Offer; (iii) if requested by an Initial Purchaser, include the information required by Items 507 or 508 of Regulation S–K under the Securities Act, as applicable, in the prospectus forming a part of the Exchange Offer Registration Statement; (iv) include within the prospectus contained in the Exchange Offer Registration Statement a section entitled “Plan of Distribution,” reasonably acceptable to the Initial Purchasers, which shall contain a summary statement of the positions taken or policies made by the staff of the Commission with respect to the potential “underwriter” status of any broker–dealer that is the beneficial owner (as defined in Rule 13d–3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of Exchange Securities received by such broker–dealer in the Registered Exchange Offer (a “Participating Broker-Dealer”), whether such positions or policies have been publicly disseminated by the staff of the Commission or such positions or policies, in the reasonable judgment of the Initial Purchasers based upon advice of counsel (which may be in-house counsel), represent the prevailing views of the staff of the Commission; and (v) in the case of a Shelf Registration Statement, include the names of the Holders who propose to sell Securities pursuant to the Shelf Registration Statement as selling securityholders.

(b) The Company shall give written notice to the Initial Purchasers, the Holders of the Securities and any Participating Broker-Dealer from whom the Company has received prior written notice that it will be a Participating Broker-Dealer in the Registered Exchange Offer (which notice pursuant to clauses (ii)–(v) hereof shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made):

(i) when the Registration Statement or any amendment thereto has been filed with the Commission and when the Registration Statement or any post–effective amendment thereto has become effective;

(ii) of any request by the Commission for amendments or supplements to the Registration Statement or the prospectus included therein or for additional information;

(iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose;

(iv) of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

(v) of the happening of any event that requires the Company to make changes in the Registration Statement or the prospectus in order that the Registration Statement or the prospectus does not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in light of the circumstances under which they were made) not misleading.

(c) The Company shall make every commercially reasonable effort to obtain the withdrawal, at the earliest possible time, of any order suspending the effectiveness of the Registration Statement.

(d) The Company shall furnish to each Holder of Securities included within the coverage of the Shelf Registration, without charge, at least one copy of the Shelf Registration Statement and any post–effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits thereto (including those, if any, incorporated by reference).

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(e) The Company shall deliver to each Exchanging Dealer and each Initial Purchaser, and to any other Holder who so requests, without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if any Initial Purchaser or any such Holder requests in writing, all exhibits thereto (including those incorporated by reference).

(f) The Company shall, during the effectiveness of the Shelf Registration Statement, deliver to each Holder of Securities included within the coverage of the Shelf Registration, without charge, as many copies of the prospectus (including each preliminary prospectus) included in the Shelf Registration Statement and any amendment or supplement thereto as such person may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by each of the selling Holders of the Securities in connection with the offering and sale of the Securities covered by the prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement.

(g) The Company shall deliver to each Initial Purchaser, any Exchanging Dealer, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer, without charge, as many copies of the final prospectus included in the Exchange Offer Registration Statement and any amendment or supplement thereto as such persons may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by any Initial Purchaser, if necessary, any Participating Broker-Dealer and any such other persons required to deliver a prospectus following the Registered Exchange Offer in connection with the offering and sale of the Exchange Securities covered by the prospectus, or any amendment or supplement thereto, included in such Exchange Offer Registration Statement.

(h) Prior to any public offering of the Securities pursuant to any Registration Statement, the Company shall register or qualify or cooperate with the Holders of the Securities included therein and their respective counsel in connection with the registration or qualification of the Securities for offer and sale under the securities or “blue sky” laws of such states of the United States as any Holder of the Securities reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Securities covered by such Registration Statement; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or (ii) take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not then so subject.

(i) The Company shall cooperate with the Holders of the Securities to facilitate the timely preparation and delivery of certificates representing the Securities to be sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Holders may request a reasonable period of time prior to sales of the Securities pursuant to such Registration Statement.

(j) Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of Section 3(b) above during the period for which the Company is required to maintain an effective Registration Statement, the Company shall promptly prepare and file a post–effective amendment to the Registration Statement or a supplement to the related prospectus and any other required document so that, as thereafter delivered to Holders of the Securities or purchasers of Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Initial Purchasers, the Holders of the Securities and any known Participating Broker-Dealer in accordance with paragraphs (ii) through (v) of Section 3(b) above to suspend the use of the prospectus until the requisite changes to the prospectus have been made, then the Initial

7

Purchasers, the Holders of the Securities and any such Participating Broker–Dealers shall suspend use of such prospectus, and the period of effectiveness of the Shelf Registration Statement provided for in Section 2(b) above and the Exchange Offer Registration Statement provided for in Section 1 above shall each be extended by the number of days from and including the date of the giving of such notice to and including the date when the Initial Purchasers, the Holders of the Securities and any known Participating Broker–Dealer shall have received such amended or supplemented prospectus pursuant to this Section 3(j). Notwithstanding the foregoing, the Company shall not be required to amend or supplement a Registration Statement, any related prospectus or any document incorporated by reference, for a period not to exceed an aggregate of 30 days in any calendar year, if (i) an event occurs and is continuing as a result of which the Registration Statement would, in the Company’s good faith judgment, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) the board of directors of the Company determines in its good faith judgment that the disclosure of such event at such time would not be in the best interests of the Company and its shareholders.

(k) Not later than the effective date of the applicable Registration Statement, the Company will provide a CUSIP number for the Initial Securities, the Exchange Securities or the Private Exchange Securities, as the case may be, and provide the applicable trustee with printed certificates for the Initial Securities, the Exchange Securities or the Private Exchange Securities, as the case may be, in a form eligible for deposit with The Depository Trust Company.

(l) The Company will comply with all rules and regulations of the Commission to the extent and so long as they are applicable to the Registered Exchange Offer or the Shelf Registration and will make generally available to its security holders copies of such reports as it is required to file with the Commission pursuant to Sections 13 or 15(d) of the Exchange Act.

(m) The Company shall cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended, in a timely manner and containing such changes, if any, as shall be necessary for such qualification. In the event that such qualification would require the appointment of a new trustee under the Indenture, the Company shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture.

(n) The Company may require each Holder of Securities to be sold pursuant to the Shelf Registration Statement to furnish to the Company such information regarding the Holder and the distribution of the Securities as the Company may from time to time reasonably require for inclusion in the Shelf Registration Statement, and the Company may exclude from such registration the Securities of any Holder that unreasonably fails to furnish such information within a reasonable time after receiving such request.

(o) The Company shall enter into such customary agreements (including, if requested, an underwriting agreement in customary form) and take all such other action, if any, as any Holder of the Securities shall reasonably request in order to facilitate the disposition of the Securities pursuant to any Shelf Registration.

(p) In the case of any Shelf Registration, the Company shall (i) make reasonably available for inspection by the Holders of the Securities, any underwriter participating in any disposition pursuant to the Shelf Registration Statement and any attorney, accountant or other agent retained by the Holders of the Securities or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and (ii) cause the Company’s officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by the Holders of the Securities or any such underwriter, attorney, accountant or agent in connection with the Shelf Registration Statement, in each case, as shall be reasonably necessary to enable such persons, to conduct a reasonable investigation within

8

the meaning of Section 11 of the Securities Act; provided, however, that the foregoing inspection and information gathering shall be coordinated on behalf of the Initial Purchasers by you and on behalf of the other parties, by one counsel designated by and on behalf of such other parties as described in Section 4 hereof.

(q) In the case of any Shelf Registration, the Company, if requested by any Holder of Securities covered thereby, shall cause (i) its counsel to deliver an opinion and updates thereof relating to the Securities in customary form addressed to such Holders and the managing underwriters, if any, thereof and dated, in the case of the initial opinion, the effective date of such Shelf Registration Statement (it being agreed that the matters to be covered by such opinion shall include, without limitation, the due incorporation and good standing of the Company and its subsidiaries; the qualification of the Company and its subsidiaries to transact business as foreign corporations; the due authorization, execution and delivery of the relevant agreement of the type referred to in Section 3(o) hereof; the due authorization, execution, authentication and issuance, and the validity and enforceability, of the applicable Securities; the absence of material legal or governmental proceedings involving the Company and its subsidiaries; the absence of governmental approvals required to be obtained in connection with the Shelf Registration Statement, the offering and sale of the applicable Securities, or any agreement of the type referred to in Section 3(o) hereof; the compliance as to form of such Shelf Registration Statement and any documents incorporated by reference therein and of the Indenture with the requirements of the Securities Act and the Trust Indenture Act, respectively; and, as of the date of the opinion and as of the effective date of the Shelf Registration Statement or most recent post-effective amendment thereto, as the case may be, the absence from such Shelf Registration Statement and the prospectus included therein, as then amended or supplemented, and from any documents incorporated by reference therein of an untrue statement of a material fact or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any such documents, in the light of the circumstances existing at the time that such documents were filed with the Commission under the Exchange Act); (ii) its officers to execute and deliver all customary documents and certificates and updates thereof reasonably requested by any underwriters of the applicable Securities; and (iii) its independent public accountants to provide to the selling Holders of the applicable Securities and any underwriter therefor a comfort letter in customary form and covering matters of the type customarily covered in comfort letters in connection with primary underwritten offerings, subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of Auditing Standards No. 72.

(r) In the case of the Registered Exchange Offer, if requested by any Initial Purchaser or any known Participating Broker-Dealer, the Company shall cause (i) its counsel to deliver to such Initial Purchaser or such Participating Broker-Dealer a signed opinion in the form set forth in Section 6(c) of the Purchase Agreement with such changes as are customary in connection with the preparation of a Registration Statement and (ii) its independent public accountants to deliver to such Initial Purchaser or such Participating Broker-Dealer a comfort letter, in customary form, meeting the requirements as to the substance thereof as set forth in Section 6(a) of the Purchase Agreement, with appropriate date changes.

(s) If a Registered Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Initial Securities by Holders to the Company (or to such other Person as directed by the Company) in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be, the Company shall mark, or caused to be marked, on the Initial Securities so exchanged that such Initial Securities are being canceled in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be, but in no event shall the Initial Securities be marked as paid or otherwise satisfied.

(t) The Company will use its commercially reasonable efforts to (a) if the Initial Securities have been rated prior to the initial sale of such Initial Securities, confirm such ratings

9

will apply to the Securities covered by a Registration Statement, or (b) if the Initial Securities were not previously rated, cause the Securities covered by a Registration Statement to be rated with the appropriate rating agencies, if so requested by Holders of a majority in aggregate principal amount of Securities covered by such Registration Statement, or by the managing underwriters, if any.

(u) In the event that any broker-dealer registered under the Exchange Act shall underwrite any Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the “Rules”) of the National Association of Securities Dealers, Inc. (“NASD”)) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company will assist such broker-dealer in complying with the requirements of such Rules, including, without limitation, by (i) if such Rules, including Rule 2720, shall so require, engaging a “qualified independent underwriter” (as defined in Rule 2720) to participate in the preparation of the Registration Statement relating to such Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Securities, (ii) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 5 hereof and (iii) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Rules.

(v) The Company shall use its commercially reasonable efforts to take all other steps necessary to effect the registration of the Securities covered by a Registration Statement contemplated hereby.

4.    Registration Expenses.    (a) All expenses incident to the Company’s performance of and compliance with this Agreement will be borne by the Company, regardless of whether a Registration Statement is ever filed or becomes effective, including without limitation;

(i) all registration and filing fees and expenses;

(ii) all fees and expenses of compliance with federal securities and state “blue sky” or securities laws;

(iii) all expenses of printing (including printing certificates for the Securities to be issued in the Registered Exchange Offer and the Private Exchange and printing of Prospectuses), messenger and delivery services and telephone;

(iv) all fees and disbursements of counsel for the Company;

(v) all application and filing fees in connection with listing the Exchange Securities on a national securities exchange or automated quotation system pursuant to the requirements hereof; and

(vi) all fees and disbursements of independent certified public accountants of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance).

The Company will bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any person, including special experts, retained by the Company.

(b) In connection with any Registration Statement required by this Agreement, the Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities who are tendering Initial

10

Securities in the Registered Exchange Offer or selling or reselling Securities pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be King & Spalding unless another firm shall be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

5.    Indemnification.    (a) The Company agrees to indemnify and hold harmless each Holder of the Securities, any Participating Broker–Dealer and each person, if any, who controls such Holder or such Participating Broker–Dealer within the meaning of the Securities Act or the Exchange Act (each Holder, any Participating Broker–Dealer and such controlling persons are referred to collectively as the “Indemnified Parties”) from and against any losses, claims, damages or liabilities, joint or several, or any actions in respect thereof (including, but not limited to, any losses, claims, damages, liabilities or actions relating to purchases and sales of the Securities) to which each Indemnified Party may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action in respect thereof; provided, however, that (i) the Company shall not be liable in any such case to the extent that such loss, claim, damage, liability or action arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder or Participating Broker–Dealer from whom the person asserting any such losses, claims, damages or liabilities purchased the Securities concerned, to the extent that a prospectus relating to such Securities was required to be delivered by such Holder or Participating Broker–Dealer under the Securities Act in connection with such purchase and any such loss, claim, damage or liability of such Holder or Participating Broker–Dealer results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Securities to such person, a copy of the final prospectus if the Company had previously furnished copies thereof to such Holder or Participating Broker–Dealer; provided further, however, that this indemnity agreement will be in addition to any liability which the Company may otherwise have to such Indemnified Party. The Company shall also indemnify underwriters, their officers and directors and each person who controls such underwriters within the meaning of the Securities Act or the Exchange Act to the same extent as provided above with respect to the indemnification of the Holders of the Securities if requested by such Holders.

(b) Each Holder of the Securities, severally and not jointly, will indemnify and hold harmless the Company and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act from and against any losses, claims, damages or liabilities or any actions in respect thereof, to which the Company or any such controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein; and, subject to the limitation set forth immediately preceding this clause, shall reimburse, as incurred, the Company for any

11

legal or other expenses reasonably incurred by the Company or any such controlling person in connection with investigating or defending any loss, claim, damage, liability or action in respect thereof. This indemnity agreement will be in addition to any liability that such Holder may otherwise have to the Company or any of its controlling persons.

(c) Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action or proceeding (including a governmental investigation), such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5, notify the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party (which consent shall not be unreasonably withheld), be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof the indemnifying party will not be liable to such indemnified party under this Section 5 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof. No indemnifying party shall, (i) without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes (A) an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action, and (B) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party or (ii) be liable for any settlement of any such action effected without its prior written consent (which consent shall not be unreasonably withheld).

(d) If the indemnification provided for in this Section 5 is unavailable or insufficient to hold harmless an indemnified party under subsections (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party on the other from the exchange of the Securities, pursuant to the Registered Exchange Offer, or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof) as well as any other relevant equitable considerations. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Holder or such other indemnified party, as the case may be, on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim that is the subject of this subsection (d). Notwithstanding any other provision of this Section 5(d), the Holders of the Securities shall not be required to contribute any amount in excess of the amount by which the net proceeds received by such Holders from the sale of the Securities pursuant to a Registration Statement exceeds the amount of damages that such Holders have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this paragraph (d), each person, if any,

12

who controls such indemnified party within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as such indemnified party and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the Company.

(e) The agreements contained in this Section 5 shall survive the sale of the Securities pursuant to a Registration Statement and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party.

6.    Additional Interest Under Certain Circumstances.    (a) Additional interest (the “Additional Interest”) with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”):

(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline;

(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the applicable Effectiveness Deadline;

(iii) the Registered Exchange Offer has not been consummated on or prior to the 210th day after the Closing Date; or

(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective (except as permitted in paragraph 6(b), the proviso in the fifth paragraph of Section 1 or the last sentence of Section 3(j)) or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph 6(b), the proviso in the fifth paragraph of Section 1 or the last sentence of Section 3(j)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder.

Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission.

Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur, to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum (the “Additional Interest Rate”) for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 1.5% per annum.

(b) A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events with respect to the Company that

13

would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the 31st day such Registration Default occurs until such Registration Default is cured.

(c) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

(d) “Transfer Restricted Securities” means each Security until (i) the date on which such Security has been exchanged by a person other than a broker-dealer for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered Exchange Offer of an Initial Security for an Exchange Security, the date on which such Exchange Security is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, (iii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iv) the date on which such Security is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act.

7.    Rules 144 and 144A.    The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

8.    Underwritten Registrations.    If any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering and shall be subject to approval by the Company (which approval shall not be unreasonably withheld).

No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

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9.    Miscellaneous.

(a)    Remedies.    The Company acknowledges and agrees that any failure by the Company to comply with its obligations under Sections 1 and 2 hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s obligations under Sections 1 and 2 hereof. The Company further agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

(b)    No Inconsistent Agreements.    The Company will not on or after the date of this Agreement enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s securities under any agreement in effect on the date hereof.

(c)    Amendments and Waivers.    The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, except by the Company and the written consent of the Holders of a majority in principal amount of the Securities affected by such amendment, modification, supplement, waiver or consent.

(d)    Notices.    All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, first-class mail, facsimile transmission, or air courier which guarantees overnight delivery:

(1)    if to a Holder of the Securities, at the most current address given by such Holder to the Company.

(2)    if to the Initial Purchasers;

Credit Suisse First Boston Corporation

Eleven Madison Avenue

New York, NY 10010-3629

Fax No.: (212) 325-8278

Attention: Transactions Advisory Group

with a copy to:

King & Spalding

191 Peachtree Street

Atlanta, GA 30303

Attention: John J. Kelley III

(3)    if to the Company, at its address as follows:

Graphic Packaging International Corporation

4455 Table Mountain Drive

Golden, CO 80403

Attention: General Counsel

with a copy to:

Cravath, Swaine & Moore

Worldwide Plaza

15

825 Eighth Avenue

New York, NY 10019

Attention: Stephen L. Burns

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; three business days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged by recipient’s facsimile machine operator, if sent by facsimile transmission; and on the day delivered, if sent by overnight air courier guaranteeing next day delivery.

(e)    Third Party Beneficiaries.    The Holders shall be third party beneficiaries to the agreements made hereunder between the Company, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent they may deem such enforcement necessary or advisable to protect their rights or the rights of Holders hereunder.

(f)    Successors and Assigns.    This Agreement shall be binding upon the Company and its successors and assigns.

(g)    Counterparts.    This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(h)    Headings.    The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(i)    Governing Law.    THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

(j)    Severability.    If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(k)    Securities Held by the Company.    Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Company and the Parent in accordance with its terms.

Ve ry truly yours,

GR APHIC PACKAGING INTERNATIONAL CORPORATION

By:
	Name: Title:

GR APHIC PACKAGING CORPORATION

By:
	Name: Title:

The foregoing Registration

Rights Agreement is hereby confirmed

and accepted as of the date first

above written.

CREDIT SUISSE FIRST BOSTON CORPORATION

MORGAN STANLEY & CO. INCORPORATED

By:  CREDIT SUISSE FIRST BOSTON CORPORATION

By:
	Name: Title:

17

ANNEX A

Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

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ANNEX B

Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.”

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ANNEX C

PLAN OF DISTRIBUTION

Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (or such shorter period during which broker-dealers are required by law to deliver such prospectus), it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until            , 2002, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1)

The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

(1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

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ANNEX D

¨    CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:                                                                       

Address:                                                                     

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

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EX-4.11

EXHIBIT 4.11

EXECUTION COPY

$300,000,000

GRAPHIC PACKAGING CORPORATION

8 ⁵/8% Senior Subordinated Notes due 2012

PURCHASE AGREEMENT

February 14, 2002

CREDIT SUISSE FIRST BOSTON CORPORATION

MORGAN STANLEY & CO. INCORPORATED

c/o Credit Suisse First Boston Corporation

Eleven Madison Avenue

New York, N.Y. 10010-3629

Dear Sirs:

1.  Introductory.    Graphic Packaging Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the “Purchasers”) U.S.$300,000,000 principal amount of its 8 ⁵/8% Senior Subordinated Notes due 2012 (the “Offered Securities”). The Offered Securities will be guaranteed by Graphic Packaging International Corporation (the “Parent”) and the existing and future domestic subsidiaries of the Parent (other than the Company) (the “Subsidiary Guarantors” and, together with the Parent, the “Guarantors”) pursuant to a guarantee (each, a “Guarantee”). The Offered Securities will be issued under an indenture, dated as of February 28, 2002 (the “Indenture”), among the Company, the Guarantors and Wells Fargo Bank Minnesota, National Association, as trustee. The United States Securities Act of 1933 is herein referred to as the “Securities Act.”

Holders (including subsequent transferees) of the Offered Securities will have the registration rights set forth in the registration rights agreement (the “Registration Rights Agreement”), to be dated the Closing Date (as defined below), in substantially the form of Exhibit I hereto, for so long as such Offered Securities constitute “Transfer Restricted Securities” (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company and the Parent will agree to file with the Securities and Exchange Commission (the“Commission”), under the circumstances set forth therein, (i) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) relating to the Company’s 8 ⁵/8% Senior Subordinated Notes in a like aggregate principal amount as the Company issued under the Indenture, identical in all material respects to the Offered Securities and the Guarantees thereof and registered under the Securities Act (the “Exchange Securities”), to be offered in exchange for the Offered Securities (such offer to exchange being referred to as the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”

and, together with the Exchange Offer Registration Statement, the “Registration Statements”) relating to the resale by certain holders of the Offered Securities and to use its commercially reasonable efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. The Offered Securities and the Exchange Securities are referred to collectively as the “Securities.”

The Company and the Parent hereby agree with the several Purchasers as follows:

2.  Representations and Warranties of the Company and the Parent.    The Company and the Parent, as applicable, represent and warrant to, and agree with, the several Purchasers that:

(a)  A preliminary offering circular and an offering circular relating to the Offered Securities to be offered by the Purchasers have been prepared by the Company. Such preliminary offering circular (the “Preliminary Offering Circular”) and offering circular (the “Offering Circular”), as supplemented as of the date of this Agreement, together with any other document approved by the Company for use in connection with the contemplated resale of the Offered Securities are hereinafter collectively referred to as the “Offering Document.” On the date of this Agreement, the Offering Document does not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Offering Document based upon written information furnished to the Company by any Purchaser through Credit Suisse First Boston Corporation (“CSFBC”) specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 7(b) hereof. Except as disclosed in the Offering Document, on the date of this Agreement, the Parent’s Annual Report on Form 10-K most recently filed with the Commission and all subsequent reports (collectively, the “Exchange Act Reports”) that have been filed by the Parent with the Commission or sent to shareholders pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), do not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Such documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder.

(b)  The Parent has been duly incorporated and is an existing corporation in good standing under the laws of the State of Colorado, with power and authority (corporate and other) to own, lease or operate its properties and conduct its business as described in the Offering Document; and the Parent is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify would not individually or in the aggregate have a material adverse effect on the condition (financial or other), business, properties or results of operations of the Parent and its subsidiaries, taken as a whole (a “Material Adverse Effect”).

(c)  All of the direct or indirect subsidiaries of the Parent, and the Parent’s percentage ownership of each such entity, are listed on Schedule B hereto. Each subsidiary of the Parent that is a corporation has been duly incorporated and is an existing corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own, lease or operate its properties and conduct its business as described in the Offering Document; and each subsidiary of the Parent is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify would not individually or in the aggregate have a Material Adverse Effect; all of the issued and outstanding capital stock of the Parent

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and each subsidiary of the Parent has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock of each subsidiary owned by the Parent, directly or through subsidiaries, is owned free from liens, encumbrances and defects, except as disclosed in the Offering Document and except for any liens, encumbrances or defects as would not, individually or in the aggregate, have a Material Adverse Effect.

(d)  The Indenture has been duly authorized; the Offered Securities have been duly authorized; and when the Offered Securities are delivered and paid for pursuant to this Agreement on the Closing Date, the Indenture will have been duly executed and delivered, such Offered Securities will have been duly executed, authenticated, issued and delivered, will be entitled to the benefits provided by the Indenture and will conform to the description thereof contained in the Offering Document, and the Indenture and such Offered Securities will constitute valid and legally binding obligations of the Company and the Guarantors, as applicable, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether enforcement is considered in a proceeding in equity or at law).

(e)  On the Closing Date, the Exchange Securities will have been duly authorized by the Company; and when the Exchange Securities are issued, executed and authenticated in accordance with the terms of the Exchange Offer and the Indenture, the Exchange Securities will be entitled to the benefits of the Indenture and will be the valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether enforcement is considered in a proceeding in equity or at law).

(f)  The Guarantee to be endorsed on the Offered Securities and the Exchange Securities, as applicable, by each Guarantor has been duly authorized by such Guarantor; and, when issued, will have been duly executed and delivered by each such Guarantor and will conform to the description thereof contained in the Offering Document. When the Offered Securities have been issued, executed and authenticated in accordance with the terms of the Indenture, the Guarantee of each Guarantor endorsed thereon will constitute a valid and legally binding obligation of such Guarantor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether enforcement is considered in a proceeding in equity or at law). When the Exchange Securities have been issued, executed and authenticated in accordance with the terms of the Exchange Offer and the Indenture, the Guarantee of each Guarantor endorsed thereon will constitute a valid and legally binding obligation of such Guarantor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether enforcement is considered in a proceeding in equity or at law).

(g)  Except as disclosed in the Offering Document, there are no contracts, agreements or understandings between the Parent or the Company and any person that would give rise to a valid claim against the Parent, the Company or any Purchaser for a brokerage commission, finder’s fee or other like payment in connection with the offer and sale of the Offered Securities.

(h)  No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this

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Agreement and the Registration Rights Agreement in connection with the issuance and sale of the Offered Securities by the Company, except for the order of the Commission declaring the Exchange Offer Registration Statement or the Shelf Registration Statement effective.

(i)  Neither the Parent nor any of its subsidiaries is in violation of its respective charter or by-laws or in default in the performance of any obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument that is material to the Parent and its subsidiaries, taken as a whole, to which the Parent or any of its subsidiaries is a party or by which the Parent or any of its subsidiaries or their respective property is bound, except for any such violations or defaults as would not, individually or in the aggregate, have a Material Adverse Effect.

(j)  The execution, delivery and performance by the Company and the Guarantors of the Indenture, this Agreement and the Registration Rights Agreement, as applicable, and the issuance and sale of the Offered Securities and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Parent or any subsidiary of the Parent or any of their properties, or any agreement or instrument to which the Parent or any such subsidiary is a party or by which the Parent or any such subsidiary is bound or to which any of the properties of the Parent or any such subsidiary is subject, or the charter or by-laws of the Parent or any such subsidiary, except for any breach or violation as would not, individually or in the aggregate, have a Material Adverse Effect, and the Company has full power and authority to authorize, issue and sell the Offered Securities as contemplated by this Agreement.

(k)  This Agreement has been duly authorized, executed and delivered by the Company and the Parent.

(l)  The Registration Rights Agreement has been duly authorized by the Company and the Parent and, on the Closing Date, will have been duly executed and delivered by the Company and the Parent. When the Registration Rights Agreement has been duly executed and delivered, the Registration Rights Agreement will be a valid and binding agreement of the Company and the Parent, enforceable against the Company and the Parent, respectively, in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether enforcement is considered in a proceeding in equity or at law). On the Closing Date, the Registration Rights Agreement will conform as to legal matters in all material respects to the description thereof in the Offering Circular.

(m)  Except as disclosed in the Offering Circular, there are no contracts, agreements or understandings between the Company or any Guarantor and any person granting such person the right to require the Company or such Guarantor to file a registration statement under the Securities Act with respect to any securities of the Company or such Guarantor or to require the Company or such Guarantor to include such securities with the Securities and Guarantees registered pursuant to any Registration Statement.

(n)  Except as disclosed in the Offering Document, the Parent and its subsidiaries have good and valid title to all real properties and all other properties and assets owned by them, in each case free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them; and except as disclosed in the Offering Document, the Parent and its subsidiaries hold any leased real or personal property under valid and

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enforceable leases with no exceptions that would materially interfere with the use made or to be made thereof by them.

(o)  The Parent and its subsidiaries possess adequate certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by them and have not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Parent or any of its subsidiaries, would, individually or in the aggregate, have a Material Adverse Effect.

(p)  No labor dispute with the employees of the Parent or any subsidiary exists or, to the knowledge of the Parent or the Company, is imminent that might have a Material Adverse Effect.

(q)  The Parent and its subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, “intellectual property rights”) necessary to conduct the business now operated by them, or presently employed by them, and have not received any notice of infringement of or conflict with asserted rights of others with respect to any intellectual property rights that, if determined adversely to the Parent or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect.

(r)  Except as disclosed in the Offering Document, neither the Parent nor any of its subsidiaries is in violation of any statute, rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “environmental laws”), owns or operates any real property contaminated with any substance that is subject to any environmental laws, is liable for any off-site disposal or contamination pursuant to any environmental laws, or is subject to any claim relating to any environmental laws, which violation, contamination, liability or claim would individually or in the aggregate have a Material Adverse Effect; and neither the Parent nor the Company is aware of any pending investigation which might lead to a claim that would individually or in the aggregate have a Material Adverse Effect.

(s)  Except as disclosed in the Offering Document, there are no pending actions, suits or proceedings against or affecting the Parent, any of its subsidiaries or any of their respective properties that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, or would materially and adversely affect the ability of the Parent or the Company to perform its respective obligations under the Indenture, this Agreement, the Credit Agreement or the Registration Rights Agreement, or which are otherwise material in the context of the sale of the Offered Securities; and no such actions, suits or proceedings are, to the Company’s or the Parent’s knowledge, threatened or contemplated.

(t)  The financial statements included in the Offering Document present fairly the financial position of the Parent and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and, except as otherwise disclosed in the Offering Document, such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States applied on a consistent basis.

(u)  Except as disclosed in the Offering Document, since the date of the latest audited financial statements included in the Offering Document there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Parent and its subsidiaries

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taken as a whole, and, except as disclosed in or contemplated by the Offering Document, there has been no dividend or distribution of any kind declared, paid or made by the Parent on any class of its capital stock.

(v)  The Company is not an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the United States Investment Company Act of 1940 (the “Investment Company Act”); and the Company is not and, after giving effect to the offering and sale of the Offered Securities and the application of the proceeds thereof as described in the Offering Document, will not be an “investment company” as defined in the Investment Company Act.

(w)  No securities of the same class (within the meaning of Rule 144A(d)(3) under the Securities Act) as the Offered Securities are listed on any national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system.

(x)  The offer and sale of the Offered Securities by the Company to the Purchasers in the manner contemplated by this Agreement will be exempt from the registration requirements of the Securities Act by reason of Section 4(2) thereof, Regulation D thereunder and Regulation S thereunder; and it is not necessary to qualify an indenture in respect of the Offered Securities under the Trust Indenture Act.

(y)  Neither the Parent nor any of its subsidiaries nor any agent thereof acting on the behalf of them has taken, and none of them will take, any action that might cause this Agreement or the issuance or sale of the Offered Securities to violate Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System.

(z)  As of the date of this Agreement, no “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act (i) has imposed (or has informed the Company or any Guarantor that it is considering imposing) any condition (financial or otherwise) on the Company’s or any Guarantor’s retaining any rating assigned to the Company, any Guarantor or any securities of the Company or any Guarantor or (ii) has indicated to the Company or any Guarantor that it is considering (A) the downgrading, suspension, or withdrawal of, or any review for a possible change that does not indicate the direction of the possible change in, any rating so assigned or (B) any change in the outlook for any rating of the Company, any Guarantor or any securities of the Company or any Guarantor.

(a a)  Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf (i) has, within the six-month period prior to the date hereof, offered or sold in the United States or to any U.S. person (as such terms are defined in Regulation S under the Securities Act) the Offered Securities or any security of the same class or series as the Offered Securities or any security which is or will be integrated with the sale of the Offered Securities in a manner that would require the registration of the Offered Securities under the Securities Act or (ii) has offered or will offer or sell the Offered Securities (A) in the United States by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act or (B) with respect to any such securities sold in reliance on Rule 903 of Regulation S (“Regulation S”) under the Securities Act, by means of any directed selling efforts within the meaning of Rule 902(c) of Regulation S. The Company, its affiliates and any person acting on its or their behalf have complied and will comply with the offering restrictions requirement of Regulation S. The Company has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Securities except for this Agreement. For purposes of this paragraph (bb), the Company makes no representation with respect to any actions taken by the Purchasers.

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(bb)  The Parent is subject to Section 13 or 15(d) of the Exchange Act.

(cc)  The Credit Agreement has been duly authorized by the Company.

3.  Purchase, Sale and Delivery of Offered Securities.    On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Purchasers, and the Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 98.05% of the principal amount thereof plus accrued interest from February 28, 2002 to the Closing Date, the respective principal amounts of Securities set forth opposite the names of the several Purchasers in Schedule A hereto.

The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by the Purchasers in reliance on Regulation S (the “Regulation S Securities”) in the form of one or more permanent global Securities in registered form without interest coupons (the “Regulation S Global Securities”) which will be deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) for the respective accounts of the DTC participants for Morgan Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the Securities Act (the “144A Securities”) in the form of one permanent global Security in definitive form without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in the Offering Document. Until the termination of the restricted period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Offering Document.

Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank reasonably acceptable to CSFBC drawn to the order of Graphic Packaging Corporation at the office of King & Spalding, 1185 Avenue of the Americas, New York, New York at 10:00 a.m. (New York time), on February 28, 2002, or at such other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the “Closing Date,” against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of King & Spalding at least 24 hours prior to the Closing Date.

4.  Representations by Purchasers; Resale by Purchasers.    (a) Each Purchaser severally represents and warrants to the Parent and the Company that it is an “accredited investor” within the meaning of Regulation D under the Securities Act.

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(b)  Each Purchaser severally acknowledges that the Offered Securities have not been registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S or pursuant to an exemption from the registration requirements of the Securities Act. Each Purchaser severally represents and agrees that it has offered and sold the Offered Securities, and will offer and sell the Offered Securities (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, only in accordance with Rule 903 of Regulation S or Rule 144A under the Securities Act (“Rule 144A”). Accordingly, neither such Purchaser nor its affiliates, nor any persons acting on its or their behalf, have engaged or will engage in any directed selling efforts with respect to the Offered Securities, and such Purchaser, its affiliates and all persons acting on its or their behalf have complied and will comply with the offering restrictions requirement of Regulation S. Each Purchaser severally agrees that, at or prior to confirmation of sale of the Offered Securities, other than a sale pursuant to Rule 144A, such Purchaser will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases the Offered Securities from it during the restricted period a confirmation or notice to substantially the following effect:

“The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the date of the commencement of the offering and the closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. Terms used above have the meanings given to them by Regulation S.”

Terms used in this subsection (b) have the meanings given to them by Regulation S.

(c)  Each Purchaser severally agrees that it and each of its affiliates has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Securities, except for any such arrangements with the other Purchasers or affiliates of the other Purchasers or with the prior written consent of the Company.

(d)  Each Purchaser severally agrees that it and each of its affiliates will not offer or sell the Offered Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act, including, but not limited to (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. Each Purchaser severally agrees, with respect to resales made in reliance on Rule 144A of any of the Offered Securities, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Offered Securities has been made in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 144A.

(e)  Each of the Purchasers severally represents and agrees that: (i) it has not offered or sold and prior to the date six months after the date of issue of the Offered Securities will not offer or sell any Offered Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances that have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; (ii) it has complied and will comply with all applicable provisions of the Financial Services Act 1986 with respect to anything done by it in relation to the Offered Securities

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in, from or otherwise involving the United Kingdom; and (iii) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with the issue of the Offered Securities to a person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996 or is a person to whom such document may otherwise lawfully be issued or passed on.

5.  Certain Agreements of the Parent and the Company.    The Parent and the Company, as applicable, agree with the several Purchasers that:

(a)  The Company will advise CSFBC promptly of any proposal to amend or supplement the Offering Document and will not effect such amendment or supplementation without CSFBC’s consent. If, at any time prior to the completion of the resale of the Offered Securities by the Purchasers, any event occurs as a result of which the Offering Document as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company promptly will notify CSFBC of such event and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission. Neither CSFBC’s consent to, nor the Purchasers’ delivery to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6.

(b)  The Company will furnish to CSFBC copies of any preliminary offering circular, the Offering Document and all amendments and supplements to such documents, in each case as soon as available and in such quantities as CSFBC requests, one of which will include the independent accountants’ reports therein manually signed by such independent accountants. At any time when the Parent or the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company will promptly furnish or cause to be furnished to CSFBC (and, upon request, to each of the other Purchasers) and, upon request of holders and prospective purchasers of the Offered Securities, to such holders and purchasers, copies of the information required to be delivered to holders and prospective purchasers of the Offered Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Offered Securities. The Company will pay the expenses of printing and distributing to the Purchasers all such documents.

(c)  The Company will arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions in the United States as CSFBC designates and will continue such qualifications in effect so long as required for the resale of the Offered Securities by the Purchasers, provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdiction.

(d)  During the period of two years after the Closing Date or, if earlier, until such time as the Offered Securities are no longer restricted securities (as defined in Rule 144 under the Securities Act), the Company will, upon request, furnish to CSFBC, each of the other Purchasers and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities.

(e)  During the period of two years after the Closing Date or, if earlier, until such time as the Offered Securities are no longer restricted securities (as defined in Rule 144 under the Securities Act), the Company will not, and will not permit any of its controlled affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Securities that have been reacquired by any of them.

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(f)  During the period of two years after the Closing Date, the Company will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act.

(g)  The Company will pay all expenses incidental to the performance of its obligations under this Agreement, the Indenture and the Registration Rights Agreement, including: (i) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities and, as applicable, the Exchange Securities, the preparation and printing of the Offered Securities, the Indenture, the Offering Document and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Offered Securities and, as applicable, the Exchange Securities; (iii) the cost of listing the Offered Securities and qualifying the Offered Securities for trading in The Portal^SM Market (“PORTAL”) and any expenses incidental thereto; (iv) the cost of any advertising approved by the Company in connection with the issue of the Offered Securities; (v) any expenses (including reasonable fees and disbursements of counsel) incurred in connection with qualification of the Offered Securities or the Exchange Securities for sale under the laws of such jurisdictions in the United States as CSFBC designates and the printing of memoranda relating thereto; (vi) any fees charged by investment rating agencies for the rating of the Offered Securities or the Exchange Securities; and (vii) expenses incurred in distributing preliminary offering circulars and the Offering Document (including any amendments and supplements thereto) to the Purchasers. The Company will also pay or reimburse the Purchasers (to the extent incurred by them) for all travel expenses of the Company’s officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Offered Securities (it being understood that the Company and the Purchasers shall each pay one-half of the cost of chartering private jet service for travel by the Company and the Purchasers to road show presentations in connection with the offering).

(h)  In connection with the offering, until CSFBC shall have notified the Company and the other Purchasers of the completion of the resale of the Offered Securities, neither the Company nor any of its affiliates has or will, either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest any Offered Securities or attempt to induce any person to purchase any Offered Securities; and neither it nor any of its affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Offered Securities.

(i)  For a period of 90 days after the date of the initial offering of the Offered Securities by the Purchasers, neither the Company nor the Parent will offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any United States dollar-denominated debt securities issued or guaranteed by the Parent or the Company and having a maturity of more than one year from the date of issue, or publicly disclose the intention to make any such offer, sale, pledge or disposition, without the prior written consent of CSFBC. The Company will not at any time offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Securities.

(j)  The Company will use its commercially reasonable efforts to cause the Offered Securities to be eligible for trading in PORTAL.

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6.  Conditions of the Obligations of the Purchasers.    The obligations of the several Purchasers to purchase and pay for the Offered Securities will be subject to the accuracy of the representations and warranties on the part of the Parent and the Company herein, the accuracy of the statements of officers of the Parent and the Company made pursuant to the provisions hereof, the performance by the Parent and the Company of their obligations hereunder and the following additional conditions precedent:

(a)  The Purchasers shall have received a letter, dated the date of this Agreement, of PricewaterhouseCoopers LLP, the Parent’s independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference into the Offering Document.

(b)  Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) a change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the reasonable judgment of CSFBC, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market, or (ii) (A) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Parent and its subsidiaries taken as one enterprise which, in the reasonable judgment of a majority in interest of the Purchasers, including CSFBC, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Offered Securities; (B) any downgrading in the rating of any debt securities of the Parent or the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Parent or the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (C) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Parent on any exchange or in the over-the-counter market; (D) any banking moratorium declared by U.S. Federal or New York authorities; or (E) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of a majority in interest of the Purchasers, including CSFBC, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the Offered Securities.

(c)  The Purchasers shall have received an opinion, dated the Closing Date, of Cravath, Swaine & Moore, counsel for the Company, that:

(i)  Based solely on a certificate from the Secretary of State of Delaware, the Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own, lease and operate its properties and conduct its business as described in the Offering Document;

(ii)  Based solely on a certificate from the Secretary of State of Delaware, each of the Guarantors listed on Schedule A attached thereto (the “Delaware Guarantors”) has been duly organized and is a corporation validly existing and in good standing under the laws of the State of Delaware, with corporate power and authority to own, lease and operate its properties and conduct its business as described in the Offering Document;

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(iii)  The Company has the corporate power and authority to authorize, issue and sell the Offered Securities as contemplated by this Agreement, and the Delaware Guarantors have the power and authority (corporate or otherwise) to authorize, execute and deliver their respective Guarantees as contemplated by this Agreement;

(iv)  (A)  The Indenture has been duly authorized, executed and delivered by the Company and each Delaware Guarantor. Assuming due authorization, execution and delivery of the Indenture by the parties thereto (other then the Company and the Delaware Guarantors), the Indenture will constitute a legal, valid and binding obligation of the Company and the Guarantors enforceable against the Company and the Guarantors in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting creditors’ rights generally from time to time in effect and subject, as to enforceability, to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether such enforceability is considered in a proceeding in equity or at law) and (B) the Offered Securities have been duly authorized, executed and delivered by the Company, and when authenticated and issued in accordance with the provisions of the Indenture and paid for by the Purchasers, will constitute legal, valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting creditors’ rights generally from time to time in effect and subject, as to enforceability, to general principles of equity, including, without limitation, concepts of materiality reasonableness, good faith and fair dealing, regardless of whether such enforceability is considered in a proceeding in equity or at law);

(v)  The Company is not and, after giving effect to the offering and sale of the Offered Securities and the application of the proceeds thereof as described in the Offering Document, will not be an “investment company” as defined in the Investment Company Act;

(vi)  No consent, approval, authorization or order of, or filing with, any United States Federal, New York, or, to the extent required under the General Corporation Law of the State of Delaware, Delaware governmental authority, court or regulatory body is required for the consummation of the transactions contemplated by this Agreement and the Registration Rights Agreement in connection with the issuance or sale of the Offered Securities by the Company, except such as may be required under state securities laws and except such as the Registration Rights Agreement contemplates will be obtained under the Securities Act or the Trust Indenture Act;

(vii)  This Agreement has been duly authorized, executed and delivered by the Company;

(viii)  Assuming (A) the accuracy of the representations and warranties of the Company, the Guarantors and the Purchasers set forth in this Agreement, (B) the due performance by the Company, the Guarantors and the Purchasers of the covenants and agreements set forth in this Agreement, (C) the Purchasers’ compliance with the offering and transfer procedures and restrictions described in the Offering Document, (D) the accuracy of the representations and warranties made in accordance with this Agreement and the Offering Document by purchasers to whom the Purchasers initially resell the Offered Securities and (E) that purchasers to whom the Purchasers initially resell the Offered Securities receive a copy of the Offering Document prior to, or simultaneously

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with, confirmation of sale, the offer, sale and delivery of the Offered Securities to the Purchasers in the manner contemplated by this Agreement and the Offering Document and the initial resale of the Offered Securities by the Purchasers in the manner contemplated in this Agreement and the Offering Document do not require registration under the Securities Act and the Indenture does not require qualification under the Trust Indenture Act, it being understood that no opinion is expressed as to any subsequent resale of any of the Offered Securities;

(ix)  The Registration Rights Agreement has been duly authorized, executed and delivered by the Company;

(x)  The statements in the Offering Document under the caption “Description of the Notes,” insofar as they purport to constitute a summary of the terms of the Offered Securities, and under the captions “Certain United States Federal Income Tax Considerations” and “Transfer Restrictions,” insofar as they purport to describe the provisions of the law and documents referred to therein, accurately and fairly summarize in all material respects the matters referred to therein;

(xi)  The Guarantee to be endorsed on the Offered Securities by each Guarantor has been duly authorized by such Guarantor and has been duly executed and delivered by each such Guarantor and conforms to the description thereof contained in the Offering Document. When the Offered Securities have been issued, executed and authenticated in accordance with the Indenture and delivered to and paid for by the Purchasers in accordance with the terms of this Agreement, the Guarantee of each Guarantor endorsed thereon will constitute a valid and legally binding obligation of such Guarantor, enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting creditors’ rights generally from time to time in effect and subject, as to enforceability, to general principles of equity, including, without limitation, concepts of materiality reasonableness, good faith and fair dealing, regardless of whether such enforceability is considered in a proceeding in equity or at law); and

(xii)  The Exchange Securities have been duly authorized by the Company and the Guarantee to be endorsed on the Exchange Securities by each Guarantor has been duly authorized by such Guarantor.

In addition to the foregoing, such counsel shall also provide a statement to the effect that such counsel has participated in conferences with officers and representatives of the Company, representatives of the independent public accountants for the Company, the Purchasers and counsel for the Purchasers at which the contents of the Offering Document and related matters were discussed and, although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Offering Document, and has not made any independent check or verification thereof, no facts have come to the attention of such counsel that would lead such counsel to believe that any part of the Offering Document or any amendment thereto, as of its date or the date of such opinion, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel expresses no belief or opinion with respect to the financial statements and related notes and schedules and other financial data included therein or incorporated therein by reference).

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(d)  The Purchasers shall have received an opinion, dated the Closing Date, of Jill B.W. Sisson, counsel for the Company, that:

(i)  The Parent is a validly existing corporation in good standing under the laws of the State of Colorado, with corporate power and authority to own, lease and operate its properties and conduct its business as described in the Offering Document and the Exchange Act Reports; and the Parent is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where any such failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect;

(ii)  The Company is duly qualified to do business as a foreign corporation in good standing in all jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where any such failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect;

(iii)  Each subsidiary of the Parent is a validly existing corporation in good standing under the laws of the jurisdiction of its incorporation, with corporate power and authority to own, lease and operate its properties and conduct its business as described in the Offering Document and the Exchange Act Reports; and each subsidiary of the Parent is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where any such failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect;

(iv)  The Company has full power and authority to authorize, issue and sell the Offered Securities as contemplated by this Agreement, and the Guarantors have full power and authority to authorize, execute and deliver the Guarantees as contemplated by this Agreement;

(v)  The Indenture has been duly authorized, executed and delivered by the Company and each Guarantor. Assuming due authorization, execution and delivery of the Indenture by the parties thereto (other then the Company and the Guarantors), the Indenture will constitute a legal, valid and binding obligation of the Company and the Guarantors enforceable against the Company and the Guarantors in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting creditors’ rights generally from time to time in effect and subject, as to enforceability, to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether such enforceability is considered in a proceeding in equity or at law);

(vi)  Except as disclosed in the Offering Document, there are no pending actions, suits or proceedings against or affecting the Parent, any of its subsidiaries or any of their respective properties that would reasonably be expected individually or in the aggregate to have a Material Adverse Effect, or would materially and adversely affect the ability of the Company and each Guarantor to perform its obligations under the Indenture, this Agreement or the Registration Rights Agreement, as applicable, or which are otherwise

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material in the context of the sale of the Offered Securities; and no such actions, suits or proceedings are, to such counsel’s knowledge, threatened or contemplated;

(vii)  The execution, delivery and performance by the Company and the Guarantors, as applicable, of the Indenture, this Agreement, the Guarantees and the Registration Rights Agreement and the issuance and sale of the Offered Securities and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court of the United States or the State of Colorado or the General Corporate Law of the State of Delaware, or any agreement or instrument to which the Parent or any subsidiary of the Parent is a party or by which the Parent or any such subsidiary is bound or to which any of the properties of the Parent or any such subsidiary is subject or the charter or by-laws of the Parent or any such subsidiary, except for any breach or violation as would not, individually or in the aggregate, have a Material Adverse Effect;

(viii)  Each Exchange Act Report, when filed with the Commission, complied as to form in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder;

(ix)  The Credit Agreement has been duly authorized, executed and delivered by the Company, and is a valid and binding agreement of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles;

(x)  This Agreement has been duly authorized, executed and delivered by the Company and the Parent;

(xi)  The Registration Rights Agreement has been duly authorized, executed and delivered by the Parent and the Company, and is a valid and binding agreement of the Parent and the Company, respectively, enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting creditors’ rights generally from time to time in effect and subject, as to enforceability, to general principles of equity, including, without limitation, concepts of materiality reasonableness, good faith and fair dealing, regardless of whether such enforceability is considered in a proceeding in equity or at law), except that any rights to indemnity and contribution may be limited or prohibited by Federal and state securities laws and public policy considerations; and

(xii)  Neither the Parent nor any of its subsidiaries is in violation of its respective charter or by-laws or in default in the performance of any obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument that is material to the Parent and its subsidiaries, taken as a whole, to which the Parent or any of its subsidiaries is a party or by which the Parent or any of its subsidiaries or their respective property is bound, except for any such violations or defaults as would not, individually or in the aggregate, have a Material Adverse Effect.

In addition to the foregoing, such counsel shall also provide a statement to the effect that such counsel has no reason to believe that the Offering Document, or any

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amendment or supplement thereto, or any Exchange Act Report as of the date hereof and as of the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel expresses no belief or opinion with respect to the financial statements and related notes and schedules and other financial data included therein or incorporated therein by reference or contained in the Exchange Act Reports).

(e)  The Purchasers shall have received from King & Spalding, counsel for the Purchasers, such opinion or opinions, dated the Closing Date, with respect to the incorporation of the Company, the validity of the Offered Securities, the Offering Document, the exemption from registration for the offer and sale of the Offered Securities by the Company to the several Purchasers and the initial resales by the several Purchasers as contemplated hereby and other related matters as CSFBC may require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. In rendering such opinion, King & Spalding may rely as to any matters governed by Colorado law upon the opinion of Jill B.W. Sisson referred to above.

(f)  The Purchasers shall have received a certificate, dated the Closing Date, of the President or any Vice President and a principal financial or accounting officer of the Company and the Parent in which such officers, to their knowledge after reasonable investigation, shall state that the representations and warranties of the Company and the Parent, respectively, in this Agreement are true and correct, that each of the Parent and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and that, subsequent to the dates of the most recent financial statements in the Offering Document there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Parent and its subsidiaries, taken as a whole, except as set forth in or contemplated by the Offering Document or as described in such certificate.

(g)  The Purchasers shall have received a letter, dated the Closing Date, of PricewaterhouseCoopers LLP that meets the requirements of subsection (a) of this Section, except that the specified date referred to in such subsection will be a date not more than three days prior to the Closing Date for the purposes of this subsection.

(h)  The Credit Agreement shall have been duly authorized, executed and delivered by the Company and shall be a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

The Company will furnish the Purchasers with such conformed copies of such opinions, certificates, letters and documents as the Purchasers reasonably request. CSFBC may in its sole discretion waive on behalf of the Purchasers compliance with any conditions to the obligations of the Purchasers hereunder.

7.  Indemnification and Contribution.    (a)  The Company will indemnify and hold harmless each Purchaser, its partners, directors and officers and each person, if any, who controls such Purchaser within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such Purchaser may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Offering Document, or any amendment or supplement thereto, or the Exchange Act Reports, or arise out of or are based upon the

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omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, including any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(a) of this Agreement, and will reimburse each Purchaser for any legal or other expenses reasonably incurred by such Purchaser in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Purchaser through CSFBC specifically for use therein, it being understood and agreed that the only such information consists of the information described as such in subsection (b) below.

(b)  Each Purchaser will severally and not jointly indemnify and hold harmless the Company, its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities to which the Company may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Offering Document, or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Purchaser through CSFBC specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred, it being understood and agreed that the only such information furnished by any Purchaser consists of the information in the Offering Document furnished on behalf of each Purchaser under the caption “Plan of Distribution” paragraphs three, five, nine, ten and eleven and the third sentence of paragraph eight; provided, however, that the Purchasers shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section 5(a) of this Agreement.

(c)  Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) above, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability that it may have to any indemnified party otherwise than under subsection (a) or (b) above. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party (which consent shall not be unreasonably withheld), be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, (i) without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes (A) an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (B) does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of any indemnified party or (ii) be liable for

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any settlement of any such action effected without its prior written consent (which consent shall not be unreasonably withheld).

(d)  If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Purchasers on the other from the offering of the Offered Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Purchasers on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Purchasers on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total discounts and commissions received by the Purchasers from the Company under this Agreement. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Purchasers and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), no Purchaser shall be required to contribute any amount in excess of the amount by which the total discounts, fees and commissions received by such Purchaser exceeds the amount of any damages which such Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. The Purchasers’ obligations in this subsection (d) to contribute are several in proportion to their respective purchase obligations and not joint.

(e)  The obligations of the Company under this Section shall be in addition to any liability that the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Purchaser within the meaning of the Securities Act or the Exchange Act; and the obligations of the Purchasers under this Section shall be in addition to any liability that the respective Purchasers may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act.

8.  Default of Purchasers.    If any Purchaser or Purchasers default in their obligations to purchase Offered Securities hereunder and the aggregate principal amount of Offered Securities that such defaulting Purchaser or Purchasers agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities, CSFBC may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities and arrangements satisfactory to CSFBC and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 9. As used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

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9.  Survival of Certain Representations and Obligations.    The respective indemnities, agreements, representations, warranties and other statements of the Company, the Parent or their officers and of the several Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Purchaser, the Company, the Parent or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Purchasers is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company and the Purchasers pursuant to Section 7 shall remain in effect. If the purchase of the Offered Securities by the Purchasers is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (C), (D) or (E) of Section 6(b)(ii), the Company will reimburse the Purchasers for all substantiated out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

10.  Notices.    All communications hereunder will be in writing and, if sent to the Purchasers will be mailed, delivered or telegraphed and confirmed to the Purchasers, c/o Credit Suisse First Boston Corporation, Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: Investment Banking Department—Transactions Advisory Group, or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at 4455 Table Mountain Drive, Golden, CO 80403, Attention: General Counsel; provided, however, that any notice to a Purchaser pursuant to Section 7 will be mailed, delivered or telegraphed and confirmed to such Purchaser.

11.  Successors.    This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the controlling persons referred to in Section 7, and no other person will have any right or obligation hereunder, except that holders of Offered Securities shall be entitled to enforce the agreements for their benefit contained in the second and third sentences of Section 5(b) hereof against the Company as if such holders were parties thereto.

12.  Representation of Purchasers.    You will act for the several Purchasers in connection with this purchase, and any action under this Agreement taken by you jointly or by CSFBC will be binding upon all the Purchasers.

13.  Counterparts.    This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

14.  Applicable Law.    This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of laws.

The Company and the Parent hereby submit to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

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If the foregoing is in accordance with the Purchasers’ understanding of our agreement, kindly sign and return to us one of the counterparts hereof, whereupon it will become a binding agreement between the Company, the Parent and the several Purchasers in accordance with its terms.

Very truly yours,
GRAPHIC PACKAGING INTERNATIONAL CORPORATION
By:
	Title:

GRAPHIC PACKAGING CORPORATION
By:
	Title:

The foregoing Purchase Agreement

    is hereby confirmed and accepted

    as of the date first above written.

CREDIT SUISSE FIRST BOSTON CORPORATION
MORGAN STANLEY & CO. INCORPORATED
BY CREDIT SUISSE FIRST BOSTON CORPORATION
By:
	Title:

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SCHEDULE A

	Principal Amount of Offered Securities
Manager
Credit Suisse First Boston Corporation	$	150,000,000.00
Morgan Stanley & Co. Incorporated		150,000,000.00
Total	$	300,000,000

EX-4.12

Exhibit 4.12

$300,000,000

GRAPHIC PACKAGING CORPORATION

8 ⁵/8% Senior Subordinated Notes due 2012

AMENDMENT NO. 1 TO PURCHASE AGREEMENT

February 21, 2002

Amendment No. 1 to the Purchase Agreement, dated February 14, 2002 (the “Purchase Agreement”), among Graphic Packaging Corporation, a Delaware corporation (the “Company”), Graphic Packaging International Corporation, a Colorado corporation (the “Parent”) and Credit Suisse First Boston Corporation and Morgan Stanley & Co. Incorporated, as initial purchasers (the “Initial Purchasers”). All terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Purchase Agreement.

WHEREAS, the parties to the Purchase Agreement desire to amend Schedule A to the Purchase Agreement to add ABN AMRO Incorporated, U.S. Bancorp Piper Jaffray Inc. and Wells Fargo Brokerage Services, LLC as initial purchasers (collectively, the “Additional Purchasers”) and to modify the principal amount of Offered Securities being purchased by each of the Purchasers.

NOW THEREFORE, IN CONSIDERATION OF THE FOREGOING, THE PARTIES HERETO HEREBY AGREE AS FOLLOWS:

1.  Amendment of Schedule A.    The information contained on Schedule A shall be deleted in its entirety and replaced with the information contained on Schedule A attached to this Amendment No. 1 to the Purchase Agreement.

2.  Additional Purchasers Bound.    (a) Each of the parties listed on Schedule A hereto shall be bound as a Purchaser by the terms of the Purchase Agreement as if it had been an original party thereto. In connection therewith, each of the Additional Purchasers shall be deemed to have made all representations and warranties, covenants and other agreements, as of the date hereof and as of the Closing Date, made by the Purchasers in the Purchase Agreement, and for all purposes hereof and thereof, references to the “Purchasers” therein shall be deemed to include each of the parties listed on Schedule A hereto.

(b)  The obligations of the Company and the Parent to the Purchasers under the Purchase Agreement shall for all purposes hereof be deemed to extend to the Additional Purchasers.

3.  Governing Law.    This Amendment No. 1 to the Purchase Agreement shall be governed by and construed in accordance with the laws of the State of New York.

4.  Counterparts.    This Amendment No. 1 to the Purchase Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall together constitute one and the same instrument.

GRAPHIC PACKAGING CORPORATION
By:
	Name: Title:

GRAPHIC PACKAGING INTERNATIONAL CORPORATION
By:
	Name: Title:

The foregoing Amendment No. 1 to Purchase

    Agreement is hereby confirmed and accepted

    as of the date first written above.

CREDIT SUISSE FIRST BOSTON

CORPORATION MORGAN STANLEY & CO. INCORPORATED

ABN AMRO INCORPORATED

U.S. BANCORP PIPER JAFFRAY INC.

WELLS FARGO BROKERAGE SERVICES, LLC

BY:    CREDIT SUISSE FIRST BOSTON CORPORATION

By:
	William Oglesby Managing Director

SCHEDULE A

Manager	Principal Amount of Securities Offered
Credit Suisse First Boston Corporation	$	131,250,000
Morgan Stanley & Co. Incorporated		131,250,000
ABN AMRO Incorporated		15,000,000
U.S. Bancorp Piper Jaffray Inc.		15,000,000
Wells Fargo Brokerage Services, LLC		7,500,000
Total	$	300,000,000

EX-5.1

Exhibit 5.1

GRAPHIC PACKAGING CORPORATION

4455 Table Mountain Drive

Golden, Colorado 80403

April 9, 2002

GRAPHIC PACKAGING CORPORATION

8 ⁵/8% Senior Subordinated Notes due 2012

Form S-4 Registration Statement

Board of Directors of

Graphic Packaging International Corporation and

Graphic Packaging Corporation

4455 Table Mountain Drive

Golden, CO 80403

I am General Counsel and Secretary of Graphic Packaging International Corporation, a Colorado corporation (“Parent”), and Graphic Packaging Corporation, a Delaware corporation (the “Company”). I am rendering this opinion in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), relating to the proposed issuance and exchange of up to $300,000,000 aggregate principal amount of the Company’s outstanding 8 ⁵/8% Senior Subordinated Notes due 2012 (the “Old Notes”) for a like principal amount of its 8 ⁵/8% Senior Subordinated Notes due 2012 (the “New Notes”). The New Notes are to be issued pursuant to the Indenture dated as of February 28, 2002, as amended by the First Supplemental Indenture, dated as of April 9, 2002 (the Indenture, as amended, the “Indenture”) among the Company, as issuer, and Parent, Graphic Packaging Holdings, Inc., Golden Technologies Company, Inc., Golden Equities, Inc., GAC Aluminum Corporation and Lauener Engineering Limited (collectively, the “Guarantors”), and Wells Fargo Bank Minnesota, National Association, as trustee (the “Trustee”).

In connection with this opinion, I have examined originals, or copies certified or otherwise identified to my satisfaction, of such documents, corporate records and other instruments as I have deemed necessary or appropriate for purposes of this opinion, including the Indenture.

Based on the foregoing, I am of opinion as follows:

1.    The Indenture has been duly authorized, executed and delivered by the Company and by each of the Guarantors. The Indenture constitutes a legal, valid and binding obligation of the Company and each Guarantor, enforceable against the Company and each Guarantor in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether such enforceability is considered in a proceeding in equity or at law).

2.    The New Notes have been duly authorized by the Company and when executed, issued and authenticated in accordance with the provisions of the Indenture and delivered in exchange for the Old Notes, will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and subject, as to enforceability, to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law).

3.    The guarantees to be endorsed on the New Notes by each Guarantor have been duly authorized by such Guarantor. When the New Notes have been executed, issued and authenticated in accordance with the provisions of the Indenture and delivered in exchange for the Old Notes, the guarantees to be endorsed on the New Notes will constitute legal, valid and binding obligations of the Guarantors, enforceable against each Guarantor in accordance with their terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and subject, as to enforceability, to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law).

In expressing the opinion set forth in paragraphs 1, 2 and 3 above, I have assumed, with your consent, that the form of the New Notes and of the guarantees to be endorsed thereon will each conform to that included in the Indenture.

I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. I also consent to the reference to my name under the caption “Legal Matters” in the Registration

2

Statement. In giving this consent, I do not thereby admit that I am included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

I am admitted to practice in the State of Colorado and I do not express any opinion with respect to matters governed by any laws other than the laws of the State of Colorado, the General Corporation Law of the State of Delaware and the federal laws of the United States of America.

I am furnishing this opinion to you, solely for your benefit. This opinion may not be relied upon by any other person or for any other purpose or used, circulated, quoted or otherwise referred to for any other purpose.

Very truly yours,

/s/    JILL B.W. SISSON, ESQ.

Jill B.W. Sisson, Esq.

3

EX-8.1

Exhibit 8.1

April 9, 2002

Graphic Packaging Corporation

4455 Table Mountain Drive

Golden, CO 80403

Re: Offer to Exchange up to $300,000,000 Principal Amount Outstanding of 8-5/8% Senior
Subordinated Notes Due 2012 for a Like Principal Amount of 8-5/8% Senior
Subordinated Notes Due 2012
Form S-4 Registration Statement

Ladies and Gentlemen:

This opinion is given in connection with the proposed offer by Graphic Packaging Corporation, a Delaware corporation (the “Company”), to exchange up to $300,000,000 principal amount outstanding of the Company’s 8-5/8% Senior Subordinated Notes Due 2012 for a like principal amount of the Company’s 8-5/8% Senior Subordinated Notes Due 2012 pursuant to the prospectus (the “Prospectus”) included in the registration statement on Form S-4 (the “Registration Statement”). Capitalized terms used in this letter that are not otherwise defined herein have the same meanings given to them in the Registration Statement.

Our opinion is based on the current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), applicable Treasury regulations (“Regulations”), and public administrative and judicial interpretations of the Code and Regulations, all of which are subject to change, which changes could be applied retroactively. Our opinion also is based on the facts set forth in the Registration Statement and on certain representations from you with respect to factual matters, which representations we have not independently verified.

We have prepared the discussion included in the Prospectus under the caption “Certain Federal Income Tax Considerations (the “Discussion”). It is our opinion that the discussion summarizes the material United States federal income tax consequences expected to result from the exchange offer and the ownership and disposition of the new notes, subject to the conditions, limitations and assumptions described therein.

Our opinion may change if the applicable law changes, if any of the facts with respect to the exchange offer or the new notes (as included in the Registration Statement and the representations made by you) are inaccurate, incomplete, or change, or if the conduct of the parties is materially inconsistent with the facts reflected in the Registration Statement or the representations.

Our opinion represents only our legal judgment based on current law and the facts as described above. Our opinion has no binding effect on the Internal Revenue Service or the courts. The Internal Revenue Service may take a position contrary to our opinion, and if the matter is litigated, a court may reach a decision contrary to our opinion.

We hereby consent to the filing of this opinion letter with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the use of our name therein.

Very truly yours,

/s/ HOLME ROBERTS & OWEN LLP

HOLME ROBERTS & OWEN LLP

2

EX-10.0

EXHIBIT 10.0

CREDIT AGREEMENT,

dated as of February 28, 2002

among

GRAPHIC PACKAGING INTERNATIONAL CORPORATION,

GRAPHIC PACKAGING CORPORATION,

as the Borrower,

VARIOUS FINANCIAL INSTITUTIONS FROM TIME TO TIME

PARTIES HERETO,

as the Lenders,

MORGAN STANLEY SENIOR FUNDING, INC.,

as the Administrative Agent for the Lenders

CREDIT SUISSE FIRST BOSTON,

as the Syndication Agent for the Lenders

and

LASALLE BANK NATIONAL ASSOCIATION,

US BANK NATIONAL ASSOCIATION,

and

WELLS FARGO BANK, N.A.

as Co-Documentation Agents

MORGAN STANLEY SENIOR FUNDING, INC., and

CREDIT SUISSE FIRST BOSTON

as Lead Arrangers and Book Runners.

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.1.	Defined Terms	2
SECTION 1.2.	Use of Defined Terms	28
SECTION 1.3.	Cross-References	28
SECTION 1.4.	Accounting and Financial Determinations	28

ARTICLE II

COMMITMENTS, BORROWING AND ISSUANCE

PROCEDURES, NOTES AND LETTERS OF CREDIT

SECTION 2.1.	Commitments	29
SECTION 2.1.1.	Revolving Loan Commitment and Swing Line Loan Commitment	29
SECTION 2.1.2.	Letter of Credit Commitment	30
SECTION 2.1.3.	Term Loan Commitment	30
SECTION 2.1.4.	Additional Term Loan Commitments	30
SECTION 2.2.	Reduction of Commitment Amounts	31
SECTION 2.2.1.	Optional Reductions	31
SECTION 2.2.2.	Mandatory Reductions	31
SECTION 2.3.	Borrowing Procedures	31
SECTION 2.3.1.	Revolving Loans and Term Loans	31
SECTION 2.3.2.	Swing Line Loans	32
SECTION 2.4.	Continuation and Conversion Elections	33
SECTION 2.5.	Funding	33
SECTION 2.6.	Issuance Procedures, etc	33
SECTION 2.6.1.	Other Lenders’ Participation	34
SECTION 2.6.2.	Disbursements	34
SECTION 2.6.3.	Reimbursement	35
SECTION 2.6.4.	Deemed Disbursements	35
SECTION 2.6.5.	Nature of Reimbursement Obligations	35
SECTION 2.7.	Notes	36

ARTICLE III

REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

SECTION 3.1.	Repayments and Prepayments; Application	37
SECTION 3.1.1.	Repayments and Prepayments	37
SECTION 3.1.2.	Application	41
SECTION 3.2.	Interest Provisions	42
SECTION 3.2.1.	Rates	42

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TABLE OF CONTENTS

(continued)

		Page
SECTION 3.2.2.	Post-Default Rates	42
SECTION 3.2.3.	Payment Dates	42
SECTION 3.3.	Fees	43
SECTION 3.3.1.	Commitment Fee	43
SECTION 3.3.2.	Letter of Credit Fee	43

ARTICLE IV

CERTAIN LIBO RATE AND OTHER PROVISIONS

SECTION 4.1.	LIBO Rate Lending Unlawful	44
SECTION 4.2.	Deposits Unavailable	44
SECTION 4.3.	Increased LIBO Rate Loan Costs, etc	44
SECTION 4.4.	Funding Losses	45
SECTION 4.5.	Increased Capital Costs	45
SECTION 4.6.	Taxes	45
SECTION 4.7.	Payments, Computations, etc	47
SECTION 4.8.	Sharing of Payments	49
SECTION 4.9.	Setoff	49
SECTION 4.10.	Mitigation	49

ARTICLE V

CONDITIONS TO CREDIT EXTENSIONS

SECTION 5.1.	Initial Credit Extension	50
SECTION 5.1.1.	Resolutions, etc	50
SECTION 5.1.2.	Closing Date Certificate	50
SECTION 5.1.3.	Consummation of Transactions	50
SECTION 5.1.4.	Closing Fees, Expenses, etc	51
SECTION 5.1.5.	Financial Information, etc	51
SECTION 5.1.6.	Compliance Certificate	52
SECTION 5.1.7.	Opinions of Counsel	52
SECTION 5.1.9.	Pledge and Security Agreement	52
SECTION 5.1.10.	Intellectual Property Security Agreements	53
SECTION 5.1.11.	Filing Agent, etc	53
SECTION 5.1.12.	Mortgage	53
SECTION 5.1.13.	Insurance	54
SECTION 5.1.14.	Delivery of Notes	54
SECTION 5.1.15.	Litigation, etc	54
SECTION 5.1.16.	Governmental Approvals	54
SECTION 5.1.17.	Due Diligence	54
SECTION 5.1.18.	Debt Ratings	55
SECTION 5.1.19.	Satisfactory Legal Form	55
SECTION 5.2.	All Credit Extensions	55

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TABLE OF CONTENTS

(continued)

Page

SECTION 5.2.1.	Compliance with Warranties, No Default, etc	55
SECTION 5.2.2.	Credit Extension Request, etc	55
ARTICLE VI
REPRESENTATIONS AND WARRANTIES
SECTION 6.1.	Organization, etc	56
SECTION 6.2.	Due Authorization, Non-Contravention, etc	56
SECTION 6.3.	Government Approval, Regulation, etc	56
SECTION 6.4.	Validity, etc	57
SECTION 6.5.	Financial Information	57
SECTION 6.6.	No Material Adverse Change, etc	57
SECTION 6.7.	Litigation, Labor Controversies, etc	57
SECTION 6.8.	Subsidiaries	57
SECTION 6.9.	Ownership of Properties	57
SECTION 6.10.	Taxes	58
SECTION 6.11.	Pension and Welfare Plans	58
SECTION 6.13.	Accuracy of Information	59
SECTION 6.14.	Regulations U and X	59
SECTION 6.15.	Issuance of 8 5/8% Subordinated Notes; Status of Obligations as Senior Indebtedness, etc	60
ARTICLE VII
COVENANTS
SECTION 7.1.	Affirmative Covenants	60
SECTION 7.1.1.	Financial Information, Reports, Notices, etc	60
SECTION 7.1.2.	Maintenance of Existence; Compliance with Laws, etc	62
SECTION 7.1.3.	Maintenance of Properties	63
SECTION 7.1.4.	Insurance	63
SECTION 7.1.5.	Books and Records	63
SECTION 7.1.6.	Environmental Law Covenant	63
SECTION 7.1.7.	Use of Proceeds	64
SECTION 7.1.8.	Future Guarantors, Security, etc	64
SECTION 7.1.9.	Rate Protection Agreements	64
SECTION 7.2.	Negative Covenants	65
SECTION 7.2.1.	Business Activities	65
SECTION 7.2.2.	Indebtedness	65
SECTION 7.2.3.	Liens	67
SECTION 7.2.4.	Financial Condition and Operations	68
SECTION 7.2.5.	Investments	69
SECTION 7.2.6.	Restricted Payments, etc	70
SECTION 7.2.7.	Capital Expenditures, etc	71
SECTION 7.2.9.	Issuance of Capital Securities	72

-iii-

TABLE OF CONTENTS

(continued)

		Page
SECTION 7.2.10.	Consolidation, Merger, Permitted Acquisitions, etc	73
SECTION 7.2.11.	Permitted Dispositions	74
SECTION 7.2.12.	Modification of Certain Agreements	75
SECTION 7.2.13.	Transactions with Affiliates	75
SECTION 7.2.14.	Restrictive Agreements, etc	75
SECTION 7.2.15.	Sale and Leaseback	76
ARTICLE VIII
EVENTS OF DEFAULT
SECTION 8.1.	Listing of Events of Default	76
SECTION 8.1.1.	Non-Payment of Obligations	76
SECTION 8.1.2.	Breach of Warranty	76
SECTION 8.1.3.	Non-Performance of Certain Covenants and Obligations	77
SECTION 8.1.4.	Non-Performance of Other Covenants and Obligations	77
SECTION 8.1.5.	Default on Other Indebtedness or Affiliate Preferred Stock	77
SECTION 8.1.6.	Judgments	77
SECTION 8.1.7.	Pension Plans	77
SECTION 8.1.8.	Change in Control	78
SECTION 8.1.9.	Bankruptcy, Insolvency, etc	78
SECTION 8.1.10.	Impairment of Security, etc	78
SECTION 8.1.11.	Failure of Subordination	78
SECTION 8.2.	Action if Bankruptcy	79
SECTION 8.3.	Action if Other Event of Default	79
ARTICLE IX
THE ADMINISTRATIVE AGENT
SECTION 9.1.	Actions	79
SECTION 9.2.	Funding Reliance, etc	80
SECTION 9.3.	Exculpation	80
SECTION 9.4.	Successor	80
SECTION 9.5.	Loans by each Agent	81
SECTION 9.6.	Credit Decisions	81
SECTION 9.7.	Copies, etc	81
SECTION 9.8.	Reliance by Administrative Agent	81
SECTION 9.9.	Defaults	82
SECTION 9.10.	Lead Arrangers	82
	ARTICLE X
	GUARANTY
SECTION 10.1.	Guaranty	82
SECTION 10.2.	Reinstatement, etc	83
SECTION 10.3.	Guaranty Absolute, etc	83

-iv-

TABLE OF CONTENTS

(continued)

		Page
SECTION 10.4.	Waiver, etc	84
SECTION 10.5.	Postponement of Subrogation, etc	84

ARTICLE XI

MISCELLANEOUS PROVISIONS

SECTION 11.1.	Waivers, Amendments, etc	85
SECTION 11.2.	Notices; Time	86
SECTION 11.3.	Payment of Costs and Expenses	86
SECTION 11.4.	Indemnification	87
SECTION 11.5.	Survival	88
SECTION 11.6.	Severability	88
SECTION 11.7.	Headings	88
SECTION 11.8.	Execution in Counterparts, Effectiveness, etc	88
SECTION 11.9.	Governing Law; Entire Agreement	88
SECTION 11.10.	Successors and Assigns	89
SECTION 11.11.	Other Transactions	92
SECTION 11.12.	Forum Selection and Consent to Jurisdiction	92
SECTION 11.13.	Waiver of Jury Trial	92
SECTION 11.14.	Confidentiality	93

-v-

TABLE OF CONTENTS

(continued)

			Page
SCHEDULE I	—	Disclosure Schedule
SCHEDULE II	—	Percentages; LIBOR Office; Domestic Office
SCHEDULE III	—	Real Estate with Title Insurance Policies
SCHEDULE IV	—	Existing Hedging Arrangements
SCHEDULE V	—	Subsidiary Guarantors
EXHIBIT A-1	—	Form of Revolving Note
EXHIBIT A-2	—	Form of Term Note
EXHIBIT A-3	—	Form of Swing Line Note
EXHIBIT B-1	—	Form of Borrowing Request
EXHIBIT B-2	—	Form of Issuance Request
EXHIBIT C	—	Form of Continuation/Conversion Notice
EXHIBIT D	—	Form of Closing Date Certificate
EXHIBIT E	—	Form of Compliance Certificate
EXHIBIT F	—	Form of Subsidiary Guaranty
EXHIBIT G	—	Form of Pledge and Security Agreement
EXHIBIT H	—	Form of Mortgage
EXHIBIT I	—	Form of Lender Assignment Agreement

-vi-

CREDIT AGREEMENT

THIS CREDIT AGREEMENT, dated as of February 28, 2002, is among GRAPHIC PACKAGING INTERNATIONAL CORPORATION, a Colorado corporation (the “Parent”), GRAPHIC PACKAGING CORPORATION, a Delaware corporation (the “Borrower”), the various financial institutions and other Persons from time to time parties hereto (the “Lenders”), MORGAN STANLEY SENIOR FUNDING, INC. (“Morgan Stanley”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, Credit Suisse First Boston (“CSFB”), as syndication agent (in such capacity, the “Syndication Agent”), LASALLE BANK NATIONAL ASSOCIATION, US BANK NATIONAL ASSOCIATION and WELLS FARGO BANK, N.A., as co-documentation agents (each a “Co-Documentation Agent”), and Morgan Stanley and CSFB, as Lead Arrangers and Book Runners (each a “Lead Arranger” and, together with the Administrative Agent, the Syndication Agent and the Co-Documentation Agents, the “Agents”), for the Lenders.

W I T N E S S E T H:

WHEREAS, the Borrower is a wholly-owned, indirect Subsidiary of the Parent;

WHEREAS, the Borrower and the Parent intend to refinance (the “Refinancing”) (i) certain existing senior secured indebtedness outstanding under that certain Revolving Credit and Term Loan Agreement, dated as of August 2, 1999 (as amended, supplemented, amended and restated or otherwise modified prior to the Closing Date, the “Existing Credit Agreement”), among the Borrower, the Parent, the lenders party thereto and Bank of America, N.A. as the administrative agent and (ii) its Affiliate Subordinated Debt;

WHEREAS, approximately $535,000,000 in cash will be required to effect the Refinancing, to pay accrued interest and fees, if any, payable in respect of the Indebtedness being refinanced in the Refinancing, to pay reasonable fees, costs and expenses associated with the new Indebtedness incurred to effect the Refinancing (including fees, costs and expenses related hereto and to the 8^5/8% Subordinated Note Issuance, described below), and to consummate all other transactions related hereto or thereto (collectively, the “Transactions”);

WHEREAS, concurrently with the execution and delivery of, and the initial Borrowing under, this Agreement, the Borrower will issue its 8^5/8% senior subordinated notes, due 2012, (the “8^5/8% Subordinated Notes”, with the issuance thereof being herein referred to as the “8^5/8% Subordinated Note Issuance”) for gross cash proceeds of at least $300,000,000;

WHEREAS, subject to the terms and conditions of this Agreement, the Lenders and Issuers have committed to provide the Borrower with the following:

(a) a Term Loan Commitment, in an aggregate amount of $175,000,000, pursuant to which Term Loans will be made to the Borrower in a single Borrowing on the Closing Date;

(b) a Revolving Loan Commitment, in an aggregate amount of $275,000,000 (inclusive of the Letter of Credit Commitment Amount and the Swing Line Loan Commitment Amount, described below), pursuant to which Revolving Loans will be

made to the Borrower from time to time on and subsequent to the Closing Date but prior to the Revolving Loan Commitment Termination Date;

(c) a Letter of Credit Commitment, in an aggregate amount of $25,000,000, pursuant to which Letters of Credit will be issued for the account of the Borrower from time to time on and subsequent to the Closing Date but prior to the Revolving Loan Commitment Termination Date; and

(d) a Swing Line Loan Commitment, in an aggregate amount of $20,000,000, pursuant to which Swing Line Loans will be made to the Borrower from time to time on and subsequent to the Closing Date but prior to the Revolving Loan Commitment Termination Date;

WHEREAS, subject to the terms and conditions hereof, on the Closing Date the Borrower intends to borrow Term Loans and Revolving Loans under this Agreement and use the proceeds thereof, together with the net cash proceeds received by the Borrower from the 8^5/8% Subordinated Note Issuance, for purposes of effecting the Refinancing and consummating the remaining Transactions;

WHEREAS, additional Revolving Loans, Swing Line Loans and Letters of Credit made or issued from time to time hereunder on and after the Closing Date will be used for the ongoing working capital needs and other general corporate purposes of the Parent and its Subsidiaries; and

WHEREAS, the Lenders and the Issuers are willing, on the terms and subject to the conditions hereinafter set forth, to extend the Commitments, make the Loans and issue (or participate in) the Letters of Credit contemplated hereunder;

NOW, THEREFORE, the parties hereto agree as follows.

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.1.    Defined Terms.    The following terms (whether or not underscored) when used in this Agreement, including its preamble and recitals, shall, except where the context otherwise requires, have the following meanings (such meanings to be equally applicable to the singular and plural forms thereof):

“8^5/8% Subordinated Note Issuance” is defined in the fourth recital.

“8^5/8% Subordinated Notes” is defined in the fourth recital.

“8^5/8% Subordinated Note Indenture” means the indenture among the Borrower, the guarantors set forth therein, and Wells Fargo Bank Minnesota, National Association, as Trustee, as in effect on the Closing Date (as the same may be amended or otherwise modified from time to time thereafter in accordance with the terms hereof and thereof), pursuant to which the 8^5/8% Subordinated Notes were issued.

2

“Additional Term Loan Commitment” is defined in Section 2.1.4.

“Additional Term Loan Commitment Amount” is defined in Section 2.1.4.

“Administrative Agent” is defined in the preamble and includes each other Person appointed as the successor Administrative Agent pursuant to Section 9.4.

“Administrative Agent’s Fee Letter” means the confidential letter, dated the Closing Date, between the Administrative Agent and the Borrower.

“Affiliate” of any Person means any other Person which, directly or indirectly, controls, is controlled by or is under common control with such Person. “Control” (and its derivatives) means, with respect to any Person, the power, directly or indirectly, (i) to vote 10% or more of the Capital Securities (determined on a fully diluted basis) of such Person having ordinary voting power for the election of directors, managing members or general partners (as applicable) or (ii) to direct or cause the direction of the management and policies of such Person (whether by contract or otherwise).

“Affiliate Preferred Stock” means the preferred stock issued by the Parent and sold pursuant to the terms of the Affiliate Preferred Stock Purchase Agreement.

“Affiliate Preferred Stock Documents” means the Affiliate Preferred Stock Purchase Agreement and each other Transactions Document (as defined in the Affiliate Preferred Stock Purchase Agreement), as each such document may be amended, supplemented, amended and restated or otherwise modified from time to time in accordance with Section 7.2.12.

“Affiliate Preferred Stock Purchase Agreement” means the Preferred Stock Purchase Agreement, dated as of August 15, 2000, between the Parent and the Grover C. Coors Trust, as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with Section 7.2.12.

“Affiliate Subordinated Debt” means the Parent and the Borrower’s 10% Senior Subordinated Notes, due August 15, 2008, in an original principal amount of $50,000,000.

“Agents” is defined in the preamble.

“Agreement” means, on any date, this Credit Agreement as originally in effect on the Closing Date and as thereafter from time to time amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms hereof and in effect on such date.

“Alternate Base Rate” means, on any date and with respect to all Base Rate Loans, a fluctuating rate of interest per annum (rounded upward, if necessary, to the next highest  ¹/100 of 1%) equal to the higher of (i) the Base Rate in effect on such day and (ii) the Federal Funds Rate in effect on such day plus ½ of 1%. Changes in the rate of interest on that portion of any Loans maintained as Base Rate Loans will take effect simultaneously with each change in the Alternate Base Rate. The Administrative Agent will promptly notify the Borrower and the Lenders of

3

changes in the Alternate Base Rate; provided, that the failure to give such notice shall not affect the Alternate Base Rate in effect after such change.

“Applicable Commitment Fee Margin” means, as of any date of determination, (i) at all times prior to the date of delivery of the Compliance Certificate (pursuant to clause (c) of Section 7.1.1) for the second Fiscal Quarter ended after the Closing Date, 0.50%, and (ii) at all times thereafter, the applicable percentage set forth below determined by reference to the Total Leverage Ratio as certified in the most recent Compliance Certificate delivered as of such date pursuant to such clause (c) of Section 7.1.1, as follows:

If the Total Leverage Ratio is:	Then the Applicable Commitment Fee Margin is:
> 3.50:1	0.50%
< 3.50:1	0.375%

Changes in the Applicable Commitment Fee Margin resulting from a change in the Total Leverage Ratio shall become effective upon delivery by the Parent to the Administrative Agent of a new Compliance Certificate pursuant to clause (c) of Section 7.1.1. If the Parent fails to deliver a Compliance Certificate on or before the date specified for such delivery in clause (c) of Section 7.1.1, the Applicable Commitment Fee Margin from and including the 51st (or 96th, as the case may be) day after the end of such Fiscal Quarter to but not including the date the Parent delivers to the Administrative Agent a Compliance Certificate shall be the highest Applicable Commitment Fee Margin set forth above.

“Applicable Margin” means the following:

(a) With respect to (i) all Term Loans maintained as Base Rate Loans, 1.75%, and (ii) all Term Loans maintained as LIBO Rate Loans, 2.75%.

(b) With respect to all Revolving Loans, the applicable percentage set forth below determined by reference to the Total Leverage Ratio as certified in the most recent Compliance Certificate delivered as of such date pursuant to clause (c) of Section 7.1.1; provided, however, that at all times prior to the date of delivery of the Compliance Certificate (pursuant to clause (c) of Section 7.1.1) for the second Fiscal Quarter ended after the Closing Date, the Applicable Margin shall be (i) 1.00%, in the case of Revolving Loans maintained as Base Rate Loans, and (ii) 2.00% in the case of Revolving Loans maintained as LIBO Rate Loans.

If the Total Leverage Ratio is:	Then the Applicable Margin For Base Rate Loans is:	Then the Applicable Margin For LIBO Rate Loans is:
> 4.50:1	1.50%	2.50%
> 4.00:1 < 4.50:1	1.25%	2.25%
> 3.50:1 < 4.00:1	1.00%	2.00%
> 3.00:1 < 3.50:1	.75%	1.75%
<3.00:1	.50%	1.50%

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Changes in the Applicable Margin resulting from a change in the Total Leverage Ratio shall become effective upon delivery by the Parent to the Administrative Agent of a new Compliance Certificate pursuant to clause (c) of Section 7.1.1. If the Parent fails to deliver a Compliance Certificate on or before the date specified for such delivery in clause (c) of Section 7.1.1, the Applicable Margin from and including the 51st (or 96th, as the case may be) day after the end of such Fiscal Quarter to but not including the date the Parent delivers to the Administrative Agent a Compliance Certificate shall be the highest Applicable Margin set forth above.

“Approved Fund” means any Person (other than a natural Person) that (i) is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business, and (ii) is administered or managed by a Lender, an Affiliate of a Lender or a Person or an Affiliate of a Person that administers or manages a Lender.

“Authorized Officer” means, relative to any Obligor, those of its officers, general partners or managing members (as applicable) whose signatures and incumbency shall have been certified to the Administrative Agent, the Lenders and the Issuers pursuant to Section 5.1.1.

“Average Life” means, at any date of determination with respect to any Indebtedness, the quotient obtained by dividing (i) the sum of the products of the number of years from such date of determination to the dates of each successive scheduled principal payment of such Indebtedness multiplied by the amount of such principal payment by (ii) the sum of all such principal payments.

“Base Rate” means, at any time, the rate of interest then most recently announced or established by Citibank, N.A. in New York as its prime rate for Dollars loaned in the United States. The Base Rate is not necessarily intended to be the lowest rate of interest determined by Citibank, N.A. or the Administrative Agent in connection with extensions of credit.

“Base Rate Loan” means a Loan bearing interest at a fluctuating rate determined by reference to the Alternate Base Rate.

“Borrower” is defined in the preamble.

“Borrowing” means Loans made hereunder which are of the same type and, in the case of LIBO Rate Loans, having the same Interest Period made by all Lenders required to make such Loans on the same Business Day and pursuant to the same Borrowing Request.

“Borrowing Request” means a request and certificate for a Loan which has been duly executed by an Authorized Officer of the Borrower and is substantially in the form of Exhibit B-1 hereto.

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“Business Day” means (i) any day which is neither a Saturday or Sunday nor a legal holiday on which banks are authorized or required to be closed in New York, New York, and (ii) relative to the making, continuing, prepaying or repaying of any LIBO Rate Loans, any day which is a Business Day described in clause (i) above and which is also a day on which dealings in Dollars are carried on in the London interbank eurodollar market.

“Capital Expenditures” means, for any period, the aggregate amount of (i) all expenditures of the Parent and its Subsidiaries for fixed or capital assets made during such period which, in accordance with GAAP, would be classified as capital expenditures and (ii) Capitalized Lease Liabilities incurred by the Parent and its Subsidiaries during such period.

“Capital Securities” means, with respect to any Person, all shares of capital stock or equivalent shares, interests, participations or similar equivalents, including options, warrants and the like (however designated, whether voting or non-voting), whether now outstanding or issued after the Closing Date.

“Capitalized Lease Liabilities” means, with respect to any Person, all monetary obligations of such Person and its Subsidiaries under any leasing or similar arrangement which, in accordance with GAAP, should be classified as capitalized leases, and for purposes of each Loan Document the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP, and the stated maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a premium or a penalty.

“Cash Collateralize” means, with respect to a Letter of Credit, the deposit of immediately available funds into a cash collateral account maintained with (or on behalf of) the Administrative Agent on terms satisfactory to the Administrative Agent in an amount equal to the Stated Amount of such Letter of Credit.

“Cash Equivalent Investment” means, at any time:

(a) any direct obligation of (or unconditionally guaranteed by) the United States or a State thereof (or any agency or political subdivision thereof, to the extent such obligations are supported by the full faith and credit of the United States or a State thereof) maturing not more than one year after such time;

(b) commercial paper maturing not more than 270 days from the date of issue, which is issued by (i) a corporation (other than an Affiliate of any Obligor) organized under the laws of any State of the United States or of the District of Columbia and rated A-1 or higher by S&P or P-1 or higher by Moody’s, or (ii) any Lender (or its holding company);

(c) any certificate of deposit, cash demand deposit, time deposit or bankers acceptance, maturing not more than one year after its date of issuance, which is issued by either (i) any bank organized under the laws of the United States (or any State thereof) and which has (x) a credit rating of A2 or higher from Moody’s or A or higher from S&P and (y) a combined capital and surplus greater than $500,000,000, or (ii) any Lender; or

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(d) debt instruments of a domestic issuer that mature in one year or less and that are rated A2 or higher by Moody’s or A or higher by S&P on the date of acquisition of such investment.

“Casualty Event” means, with respect to any Person, the damage, destruction or condemnation, as the case may be, of any property of such Person.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.

“CERCLIS” means the Comprehensive Environmental Response Compensation Liability Information System List.

“Change in Control” means

(a) the failure of the Permitted Holders at any time to own, directly or indirectly, beneficially, on a fully-diluted, as-if-converted basis, at least 20% of the issued and outstanding Voting Securities of the Parent, free and clear of all Liens which, directly or indirectly, would restrict or prohibit the voting rights of such Permitted Holders with respect to such Voting Securities; or

(b) the failure of the Parent at any time to own, directly or indirectly, beneficially and of record, on a fully-diluted, as-if-converted basis, 100% of the outstanding Capital Securities of the Borrower, in each case free and clear of all Liens (other than Liens granted under a Loan Document); or

(c) the failure of the Parent to own, directly or indirectly, beneficially and of record, on a fully-diluted, as-if-converted basis, 51% of the outstanding Voting Securities of GPH and each Subsidiary Guarantor at all times that GPH or such Subsidiary, as the case may be, is a Guarantor, free and clear of all Liens (other than Liens granted pursuant to a Loan Document); or

(d) any Person or group (within the meaning of Sections 13(d) and 14(d) under the Exchange Act), other than the Permitted Holders, shall become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of Voting Securities representing more than 30% of the Voting Securities of the Parent on a fully-diluted, as-if-converted basis; or

(e) during any period of 24 consecutive months, individuals who at the beginning of such period constituted the Board of Directors of the Parent (together with any new directors whose election to such Board or whose nomination for election by the stockholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Parent then in office; or

(f) the occurrence of any “Change of Control” or similar term under (and as defined in) any Sub Debt Document.

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“Closing Date” means the date of the initial Credit Extension hereunder which shall not be later than February 28, 2002.

“Closing Date Certificate” means the closing date certificate executed and delivered by an Authorized Officer of the Parent and the Borrower, substantially in the form of Exhibit D hereto.

“Code” means the Internal Revenue Code of 1986, and the regulations thereunder, in each case as amended, reformed or otherwise modified from time to time.

“Co-Documentation Agent” is defined in the preamble.

“Commitment” means, as the context may require, (i) a Lender’s Term Loan Commitment or Revolving Loan Commitment, (ii) an Issuer’s Letter of Credit Commitment or (iii) the Swing Line Lender’s Swing Line Loan Commitment.

“Commitment Amount” means, as the context may require, the Term Loan Commitment Amount, the Revolving Loan Commitment Amount, the Letter of Credit Commitment Amount or the Swing Line Loan Commitment Amount.

“Commitment Letter” means the commitment letter (together with the term sheet annexed thereto), dated January 31, 2002, among the Lead Arrangers, the Borrower and the Parent.

“Commitment Termination Date” means, as the context may require, the Term Loan Commitment Termination Date or the Revolving Loan Commitment Termination Date.

“Commitment Termination Event” means

(a) the occurrence of any Event of Default with respect to the Parent or the Borrower described in clauses (a) through (d) of Section 8.1.9; or

(b) the occurrence and continuance of any other Event of Default and either (i) the declaration of all or any portion of the Loans to be due and payable pursuant to Section 8.3, or (ii) the giving of notice by the Administrative Agent, acting at the direction of the Required Lenders, to the Borrower that the Commitments have been terminated.

“Compliance Certificate” means a certificate duly completed and executed by an Authorized Officer of the Parent, substantially in the form of Exhibit E hereto.

“Contingent Liability” means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise is or becomes contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the Indebtedness of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the Capital Securities of any other Person. The amount of any Person’s obligation under any Contingent Liability shall

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(subject to any limitation set forth therein) be deemed to be the outstanding principal amount of the debt, obligation or other liability guaranteed thereby.

“Continuation/Conversion Notice” means a notice of continuation or conversion and certificate duly executed by an Authorized Officer of the Borrower, substantially in the form of Exhibit C hereto.

“Controlled Group” means all members of a controlled group of corporations and all members of a controlled group of trades or businesses (whether or not incorporated) under common control which, together with the Borrower, are treated as a single employer under Section 414(b) or 414(c) of the Code or Section 4001 of ERISA.

“Copyright Security Agreement” means any Copyright Security Agreement executed and delivered by any Obligor in substantially the form of Exhibit C to the Pledge and Security Agreement, as amended, supplemented, amended and restated or otherwise modified from time to time.

“Credit Extension” means, as the context may require, (i) the making of a Loan by a Lender, or (ii) the issuance of any Letter of Credit, or the extension of any Stated Expiry Date of any existing Letter of Credit, by an Issuer.

“CSFB” is defined in the preamble.

“Debt for Borrowed Money” means, with respect to any Person, Indebtedness of such Person of a type described in clause (a), (b) or (c) of the definition of Indebtedness, or any Contingent Liability of such Person in respect of any such type of Indebtedness incurred or owed by another Person.

“Default” means any Event of Default or any condition, occurrence or event which, after notice or lapse of time or both, would constitute an Event of Default.

“Disbursement” is defined in Section 2.6.2.

“Disbursement Date” is defined in Section 2.6.2.

“Disclosure Schedule” means the Disclosure Schedule attached hereto as Schedule I, as it may be amended, supplemented, amended and restated or otherwise modified from time to time by the Borrower with the written consent of the Required Lenders.

“Disposition” (or similar words such as “Dispose”) means any sale, transfer, lease, contribution or other conveyance (including by way of merger) of, or the granting of options, warrants or other rights to, any of the Parent’s or its Subsidiaries’ assets (including accounts receivable and Capital Securities of Subsidiaries) to any other Person (other than any such transfer or conveyance to the Parent, the Borrower or a Subsidiary Guarantor) in a single transaction or series of transactions. Without limiting the foregoing, a Disposition shall include any sale, transfer, issuance or other conveyance of any Capital Securities of any Subsidiary of the Parent other than to the Parent or a wholly–owned Subsidiary of the Parent.

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“Dollar” and the sign “$” mean lawful money of the United States.

“Domestic Office” means the office of a Lender designated as its “Domestic Office” on Schedule II hereto or in a Lender Assignment Agreement, or such other office within the United States as may be designated from time to time by notice from such Lender to the Administrative Agent and the Borrower.

“EBITDA” means, for any applicable period, the sum of Net Income for such period, plus, to the extent deducted in determining Net Income during such period, the sum of (i) amounts attributable to amortization (including amortization of issuance costs in respect of Debt for Borrowed Money), (ii) income tax expense, (iii) Interest Expense, (iv) amounts attributable to depreciation of assets and other non-cash expense items, (v) without duplication, fees paid pursuant to Section 5.1.4, and (vi) cash dividends actually paid during such period on the Affiliate Preferred Stock less, to the extent included in determining Net Income during such period, all non-cash components of Net Income for such period (exclusive of any such non-cash components arising in respect of (x) revenue for such period associated with accounts receivable which have been invoiced and have not yet been collected (exclusive of any portion of such accounts receivable as to which bad debt or similar reserves have been established), and (y) the reversal during such period of any portion of reserves accrued in a prior period which were deducted from the calculation of Net Income in such prior period).

“Eligible Assignee” means (i) a Lender, (ii) an Affiliate of a Lender (so long as such assignment is not made in conjunction with the sale of such Affiliate), (iii) an Approved Fund or (iv) any other Person (other than a natural Person) approved, in the case of this clause (iv), by the Borrower and, with respect to any assignment of the Revolving Loan Commitment, by the Administrative Agent and the Issuer; provided, however, that no such approval by any Person shall be required under this clause (iv) in the event that (x) an Eligible Assignee is taking delivery of an assignment in connection with physical settlement of a credit derivatives transaction or (y) an Event of Default has occurred and is continuing; provided, further, however, that no approval otherwise required under this clause (iv) shall be unreasonably withheld or delayed.

“Eligible Institution” means a financial institution that has combined capital and surplus of not less than $500,000,000 or its equivalent in foreign currency, whose long-term certificate of deposit or long-term senior unsecured debt is rated “BBB” or higher by S&P and “Baa2” or higher by Moody’s or an equivalent or higher rating by a nationally recognized rating agency if both of the two named rating agencies cease publishing ratings of investments.

“Environmental Laws” means all applicable federal, state or local statutes, laws, ordinances, codes, rules and regulations (including consent decrees and administrative orders) relating to public health and safety and protection of the environment.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto of similar import, together with the regulations thereunder, in each case as in effect from time to time. References to Sections of ERISA also refer to any successor Sections thereto.

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“Event of Default” is defined in Section 8.1.

“Excess Cash Flow” means, for any Fiscal Year, the excess, if any, of (x) EBITDA for such Fiscal Year, over (y) the sum of (i) cash Interest Expense actually paid in cash by the Parent and its Subsidiaries during such Fiscal Year, (ii) principal repayments (together with related prepayment premiums or similar charges, if any, in respect thereof) of (x) Term Loans pursuant to clause (a) and (c) of Section 3.1.1, (y) Revolving Loans (other than any such repayments pursuant to clause (d)(v) of Section 3.1.1) up to an aggregate amount of $60,000,000 over the term of this Agreement, and (z) other non-revolving Debt for Borrowed Money permitted hereunder, in each case to the extent actually made, in cash, during such Fiscal Year, (iii) all income Taxes actually paid in cash by the Parent and its Subsidiaries during such Fiscal Year, (iv) Capital Expenditures actually made by the Parent and its Subsidiaries during such Fiscal Year, (v) the amount of the difference, if any (whether positive or negative) in the amount of consolidated working capital of the Parent and its Subsidiaries for such Fiscal Year over the amount of consolidated working capital of the Parent and its Subsidiaries for the immediately preceding Fiscal Year, (vi) Restricted Payments permitted by clauses (b) and (c) of Section 7.2.6 actually made by the Parent during such Fiscal Year, (vii) to the extent not deducted in the calculation of EBITDA, the amount of any cash contributions required by law to be made by the Parent or any of its Subsidiaries to any Pension Plan during such Fiscal Year and (viii) other cash expenses of the Parent and its Subsidiaries during such Fiscal Year that are requested by the Parent to be included in this calculation and which are approved by the Lead Arrangers in their sole but reasonable discretion.

“Exemption Certificate” is defined in clause (e) of Section 4.6.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Existing Credit Agreement” is defined in the second recital.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to (i) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or (ii) if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

“Fee Letter” means the confidential fee letter, dated January 31, 2002, among the Lead Arrangers, the Borrower and the Parent.

“Filing Agent” is defined in Section 5.1.11.

“Filing Statements” is defined in Section 5.1.11.

“Fiscal Quarter” means a quarter ending on the last calendar day of March, June, September or December.

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“Fiscal Year” means any period of twelve consecutive calendar months ending on December 31. References herein or any other Loan Document to a Fiscal Year with a number corresponding to any calendar year (e.g., the “2002 Fiscal Year”) refer to the Fiscal Year ending on December 31 of such calendar year.

“Foreign Pledge Agreement” means any supplemental pledge agreement governed by the laws of a jurisdiction other than the United States or a State thereof executed and delivered by the Parent or any of its Subsidiaries pursuant to the terms of this Agreement, in form and substance reasonably satisfactory to the Administrative Agent, as may be necessary or desirable under the laws of organization or incorporation of a Subsidiary to further protect or perfect the Lien on and security interest in any Collateral (as defined in the Pledge and Security Agreement).

“Foreign Subsidiary” means any Subsidiary that is not a U.S. Subsidiary.

“F.R.S. Board” means the Board of Governors of the Federal Reserve System or any successor thereto.

“GAAP” means (i) subject to clause (ii) below, with respect to the interpretation of all accounting terms used herein and in each other Loan Document, the calculation of all accounting determinations and computations required to be made hereunder or thereunder (including under Section 7.2.4 and in respect of any defined terms used herein or in any other Loan Document), those U.S. generally accepted accounting principles applied in the preparation of the Parent’s audited consolidated financial statements for the Fiscal Year ended December 31, 2001, copies of which are required to be delivered pursuant to clause (a) of Section 5.1.5, together with all changes in such accounting principles as in effect on January 1, 2002, and (ii) with respect to the financial statements of the Parent required to be delivered pursuant to clauses (a) and (b) of Section 7.1.1 or any similar financial statements of the Parent or any of its Subsidiaries required to be delivered hereunder or under any other Loan Document, U.S. generally accepted accounting principles in effect at the time (or for the period) to which such financial statements relate.

“Golden Properties” means Golden Properties Limited, a Colorado limited partnership.

“GPH” means Graphic Packaging Holdings, Inc., a Colorado corporation, which is (i) a wholly-owned Subsidiary of the Parent and (ii) the direct, 100% parent of the Borrower.

“Granting Bank” has the meaning specified in clause (f) of Section 11.10.

“Governmental Authority” means the government of the United States, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other Person exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantor” means the Parent and each Subsidiary Guarantor.

“Hazardous Material” means (i) any “hazardous substance”, as defined by CERCLA, (ii) any “hazardous waste”, as defined by the Resource Conservation and Recovery Act, as

12

amended, or (iii) any pollutant or contaminant or hazardous, dangerous or toxic chemical, material or substance (including any petroleum product) within the meaning of any other applicable federal, state or local law, regulation, ordinance or requirement (including consent decrees and administrative orders) relating to or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material, all as amended.

“Hedging Obligations” means, with respect to any Person, all liabilities of such Person under currency exchange agreements, interest rate swap agreements, interest rate cap agreements and interest rate collar agreements, and all other agreements or arrangements designed to protect such Person against fluctuations in interest rates or currency exchange rates.

“herein”, “hereof”, “hereto”, “hereunder” and similar terms contained in any Loan Document refer to such Loan Document as a whole and not to any particular Section, paragraph or provision of such Loan Document.

“Impermissible Qualification” means any qualification or exception to the opinion or certification of any independent public accountant as to any financial statement of the Borrower (i) which is of a “going concern” or similar nature, (ii) which relates to the limited scope of examination of matters relevant to such financial statement, or (iii) which relates to the treatment or classification of any item in such financial statement and which, as a condition to its removal, would require an adjustment to such item the effect of which would be to cause the Borrower to be in Default.

“including” and “include” means including without limiting the generality of any description preceding such term, and, for purposes of each Loan Document, the parties hereto agree that the rule of ejusdem generis shall not be applicable to limit a general statement, which is followed by or referable to an enumeration of specific matters, to matters similar to the matters specifically mentioned.

“Indebtedness” of any Person means:

(a) all obligations of such Person for borrowed money or advances and all obligations of such Person evidenced by bonds, debentures, notes or similar instruments;

(b) all obligations, contingent or otherwise, relative to the face amount of all letters of credit, whether or not drawn, and banker’s acceptances issued for the account of such Person;

(c) all obligations of such Person (i) arising under Synthetic Leases or (ii) constituting Capitalized Lease Liabilities;

(d) for purposes of Section 8.1.5 only, all other items which, in accordance with GAAP, are included as liabilities on the balance sheet of such Person as of the date at which Indebtedness is to be determined;

(e) net Hedging Obligations of such Person;

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(f) whether or not included as liabilities on the balance sheet of such Person, (i) all obligations of such Person to pay the deferred purchase price of property or services (excluding trade accounts payable in the ordinary course of business which are not overdue for a period of more than 90 days or, if overdue for more than 90 days, as to which a dispute exists and adequate reserves in conformity with GAAP have been established on the books of such Person) and (ii) all indebtedness of such Person secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) a Lien on property owned or being acquired by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; and

(g) without duplication, all Contingent Liabilities of such Person in respect of any of the foregoing types of Indebtedness incurred or owed by another Person.

The Indebtedness of any Person shall include the Indebtedness of any other Person (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such Person, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“Indemnified Liabilities” is defined in Section 11.4.

“Indemnified Parties” is defined in Section 11.4.

“Interest Coverage Ratio” means, as of any date of determination, the ratio, computed for the period consisting of the twelve consecutive calendar months ended on or immediately prior to such date, of the following:

(a) EBITDA (for such twelve month period)

to

(b) Interest Expense of the Parent and its Subsidiaries (for such twelve month period), excluding, to the extent included in Interest Expense, amortization of debt issuance costs relating to the issuance of Debt for Borrowed Money permitted to be incurred hereunder.

“Interest Expense” means, for any Person during any applicable period, (i) the aggregate interest expense, both accrued and paid, of such Person during such applicable period, including the portion of any payments made in respect of Capitalized Lease Liabilities allocable to interest expense (in accordance with GAAP) and (ii) the aggregate amount of any dividends paid in cash on any Capital Securities (including, in the case of the Parent, any dividends paid on the Affiliate Preferred Stock) during such period.

“Interest Period” means, relative to any LIBO Rate Loan, the period beginning on (and including) the date on which such LIBO Rate Loan is made or continued as, or converted into, a LIBO Rate Loan pursuant to Sections 2.3 or 2.4 and shall end on (but exclude) the day which

14

numerically corresponds to such date one, two, three or six months thereafter (or, if such month has no numerically corresponding day, on the last Business Day of such month), as the Borrower may select in its relevant notice pursuant to Sections 2.3 or 2.4; provided, however, that

(a) no more than 10 Interest Periods may be in effect at any one time;

(b) if such Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next following Business Day (unless such next following Business Day is the first Business Day of a calendar month, in which case such Interest Period shall end on the Business Day next preceding such numerically corresponding day); and

(c) no Interest Period for any Loan may end later than the Stated Maturity Date for such Loan.

“Investment” means, relative to any Person, (i) the beneficial ownership by such Person of any Indebtedness or Capital Securities issued or incurred by another Person, or (ii) any loan, advance or extension of credit made by such Person to any other Person, including the purchase by such Person of any bonds, notes, debentures or other debt securities of such other Person. The amount of any Investment shall be the stated principal amount (in the case of Debt for Borrowed Money) or capital amount (in the case of Capital Securities), less all returns of principal or equity thereon and shall, if made by the transfer or exchange of property other than cash, be deemed to have been made in an original principal or capital amount equal to the fair market value of such property at the time of such Investment.

“ISP Rules” is defined in Section 11.9.

“Issuance” is defined in Section 7.2.9.

“Issuance Request” means a request and certificate for a Letter of Credit which has been duly executed by an Authorized Officer of the Borrower, substantially in the form of Exhibit B-2 hereto.

“Issuer” means LaSalle Bank National Association in its capacity as Issuer of the Letters of Credit. At the request of the Administrative Agent and with the Borrower’s consent (not to be unreasonably withheld or delayed), another Lender or an Affiliate of the Administrative Agent may issue one or more Letters of Credit hereunder.

“Lead Arranger” is defined in the preamble.

“Lender Assignment Agreement” means an assignment agreement substantially in the form of Exhibit I hereto.

“Lenders” is defined in the preamble and includes any Person which becomes a Lender hereunder pursuant to a Lender Assignment Agreement.

“Lender’s Environmental Liability” means any and all losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, costs, judgments, suits, proceedings, damages

15

(including consequential damages), disbursements or expenses of any kind or nature whatsoever (including reasonable attorneys’ fees at trial and appellate levels and experts’ fees and disbursements and expenses incurred in investigating, defending against or prosecuting any litigation, claim or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against any Agent, Lender, Issuer or any of their respective Affiliates, shareholders, directors, officers, employees, or agents in connection with or arising from (i) any Hazardous Material on, in, under or affecting all or any portion of any property of the Parent or any of its Subsidiaries, the groundwater thereunder, or any surrounding areas thereof to the extent caused by Releases from any such properties, (ii) any misrepresentation, inaccuracy or breach of any representation or warranty, contained or referred to in Section 6.12, (iii) any violation or claim of violation of any Environmental Law by the Parent or any of its Subsidiaries, or (iv) the imposition of any Lien relating to the payment of damages caused by, or the recovery of any costs for, the cleanup, release or threatened release of Hazardous Material by the Parent or any of its Subsidiaries, or in connection with any property owned or formerly owned by the Parent or any of its Subsidiaries.

“Letter of Credit” is defined in Section 2.1.2.

“Letter of Credit Commitment” means the Issuer’s obligation to issue Letters of Credit pursuant to Section 2.1.2.

“Letter of Credit Commitment Amount” means, on any date, a maximum amount of $25,000,000, as such amount may be permanently reduced from time to time pursuant to Section 2.2.

“Letter of Credit Outstandings” means, on any date, an amount equal to the sum of (i) the then aggregate amount which is undrawn and available under all issued and outstanding Letters of Credit, and (ii) the then aggregate amount of all unpaid and outstanding Reimbursement Obligations.

“LIBO Rate” means, relative to any Interest Period for LIBO Rate Loans, the rate of interest equal to the average (rounded upwards, if necessary, to the nearest  ¹/100 of 1%) of the rates per annum at which Dollar deposits in immediately available funds are offered to the Administrative Agent’s LIBOR Office in the London interbank market as at or about 11:00 a.m. London, England time two Business Days prior to the beginning of such Interest Period for delivery on the first day of such Interest Period, and in an amount approximately equal to the amount of the Administrative Agent’s LIBO Rate Loan and for a period approximately equal to such Interest Period.

“LIBO Rate Loan” means a Loan bearing interest at a rate of interest determined by reference to the LIBO Rate (Reserve Adjusted).

“LIBO Rate (Reserve Adjusted)” means, relative to any Loan to be made, continued or maintained as, or converted into, a LIBO Rate Loan for any Interest Period, a rate per annum (rounded upwards, if necessary, to the nearest  ¹/100 of 1%) determined pursuant to the following formula:

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LIBO Rate	=	LIBO Rate
(Reserve Adjusted)		1.00 – LIBOR Reserve Percentage

The LIBO Rate (Reserve Adjusted) for any Interest Period for LIBO Rate Loans will be determined by the Administrative Agent on the basis of the LIBOR Reserve Percentage in effect two Business Days before the first day of such Interest Period.

“LIBOR Office” means the office of a Lender designated as its “LIBOR Office” on Schedule II hereto or in a Lender Assignment Agreement, or such other office designated from time to time by notice from such Lender to the Borrower and the Administrative Agent, whether or not outside the United States, which shall be making or maintaining the LIBO Rate Loans of such Lender.

“LIBOR Reserve Percentage” means, relative to any Interest Period for LIBO Rate Loans, the reserve percentage (expressed as a decimal) equal to the maximum aggregate reserve requirements (including all basic, emergency, supplemental, marginal and other reserves and taking into account any transitional adjustments or other scheduled changes in reserve requirements) specified under regulations issued from time to time by the F.R.S. Board and then applicable to assets or liabilities consisting of or including “Eurocurrency Liabilities”, as currently defined in Regulation D of the F.R.S. Board, having a term approximately equal or comparable to such Interest Period.

“Lien” means any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge against or interest in property, or other priority or preferential arrangement of any kind or nature whatsoever, to secure payment of a debt or performance of an obligation.

“Loan Documents” means, collectively, this Agreement, the Notes, the Letters of Credit, each Rate Protection Agreement, the Fee Letter, each agreement pursuant to which the Administrative Agent is granted a Lien to secure the Obligations and each other agreement, certificate, document or instrument delivered in connection with any Loan Document, whether or not specifically mentioned herein or therein.

“Loan” means, as the context may require, a Revolving Loan, a Term Loan or a Swing Line Loan of any type.

“Material Adverse Effect” means a material adverse effect on (i) the business, assets, condition (financial or otherwise), or results of operations, performance or prospects of the Parent and its Subsidiaries (taken as a whole), (ii) the rights and remedies of any Secured Party under any Loan Document, (iii) the ability of either the Borrower or the Parent to perform any of its respective Obligations (financial or otherwise) hereunder or under any other Loan Document or (iv) the ability of any other Obligor to perform any of its Obligations (financial or otherwise) hereunder or under any other Loan Documents which inability, when taken together with all of the Obligations of all Obligors (including the Parent and the Borrower), would materially and adversely affect the rights, remedies and benefits of the Secured Parties hereunder and under the other Loan Documents, taken as a whole.

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“Moody’s” means Moody’s Investors Service, Inc.

“Morgan Stanley” is defined in the preamble.

“Mortgage” means each mortgage, deed of trust or agreement executed and delivered by any Obligor in favor of the Administrative Agent for the benefit of the Secured Parties pursuant to the requirements of this Agreement in substantially the form of Exhibit H hereto under which a Lien is granted on the real property and fixtures described therein, in each case as amended, supplemented, amended and restated or otherwise modified from time to time.

“Net Casualty Proceeds” means, with respect to any Casualty Event, the amount of any insurance proceeds or condemnation awards actually received by the Parent or any of its Subsidiaries (or the Administrative Agent on their behalf) in connection with such Casualty Event, net of all reasonable and customary collection expenses thereof, but excluding any such proceeds or awards required to be paid to a creditor (other than the Lenders) which holds a first priority Lien permitted by clause (d) of Section 7.2.3 on the property which is the subject of such Casualty Event.

“Net Debt Proceeds” means, with respect to the sale or issuance by the Parent or any of its Subsidiaries of any Indebtedness to any other Person after the Closing Date which is not expressly permitted by Section 7.2.2, the excess of (i) the gross cash proceeds actually received by such Person from such sale or issuance, over (ii) all reasonable and customary arranging or underwriting fees and commissions, and all legal, investment banking, brokerage and accounting and other professional fees, sales commissions and disbursements and other reasonable and customary closing costs and expenses actually incurred in connection with such sale or issuance other than any such fees, commissions or disbursements paid to Affiliates of such Person in connection therewith.

“Net Disposition Proceeds” means the excess of (i) the gross cash proceeds actually received by the Parent or any of its Subsidiaries from any Disposition (other than a Disposition permitted pursuant to clause (a), (b) or (d) of Section 7.2.11), together with any cash actually received (but only when received) in respect of promissory notes or other non-cash consideration previously delivered to the Parent or any of its Subsidiaries in respect of any such Disposition, over (ii) the sum of (w) all reasonable and customary legal, investment banking, brokerage and accounting and other professional fees, sales commissions and expenses and other reasonable and customary closing costs and expenses actually incurred in connection with such Disposition, (x) all taxes actually paid or estimated by the Parent or such Subsidiary to be payable in cash within the next 12 months in connection with such Disposition, (y) all payments made by the Parent or such Subsidiary to retire Indebtedness (other than the Credit Extensions) where payment of such Indebtedness is required in connection with such Disposition and (z) liability reserves established by the Parent or such Subsidiary in respect of such Disposition in accordance with GAAP; provided, however, that (A) if the amount of any estimated taxes pursuant to clause (x) exceeds the amount of taxes actually required to be paid in cash in respect of such Disposition, the aggregate amount of such excess shall constitute Net Disposition Proceeds, and (B) to the extent any such reserves described in clause (z) are not fully used at the end of the applicable period for which such reserves were established, such unused portion of

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such reserves shall constitute Net Disposition Proceeds deemed received as of the last day of such applicable period.

“Net Equity Proceeds” means with respect to any Issuance occurring after the Closing Date by the Parent to any Person of its Capital Securities, warrants or options or the exercise of any such warrants or options, the excess of (i) the gross cash proceeds actually received by or on behalf of the Parent in connection with such Issuance, over (ii) all reasonable and customary arranging or underwriting fees and commissions, and all legal, investment banking, brokerage and accounting and other professional fees, sales commissions and disbursements and other reasonable and customary closing costs and expenses actually incurred in connection with such sale or issuance which have not been paid to Affiliates of the Parent in connection therewith.

“Net Income” means, for any period, consolidated net income of the Parent and its Subsidiaries for such period (exclusive of (x) extraordinary gains and extraordinary losses and (y) other gains or losses on Dispositions).

“Net Proceeds” means, as the context may require, either Net Casualty Proceeds, Net Disposition Proceeds or Net Equity Proceeds.

“Newnan Facility” means all of the real property, buildings, fixtures, trade fixtures, and personal property and the like owned by the Borrower and located in, on or around, or used primarily in connection with the operations at 76 Sprayberry Road, Newnan, County of Cowetta, State of Georgia.

“No More Favorable Terms And Conditions” means, with respect to any refinancing or other replacement of the Indebtedness in respect of the 8 ⁵/8% Subordinated Notes or the Indebtedness permitted to be incurred by clause (h)(ii) of Section 7.2.2, (i) such Indebtedness has a maturity date no earlier than the maturity date of the 8 ⁵/8% Subordinated Notes, (ii) such Indebtedness has an Average Life at the time such Indebtedness is incurred that is equal to or greater than the Average Life of the 8 ⁵/8% Subordinated Notes, (iii) such Indebtedness is subordinated to the Obligations to the same or greater extent as the 8 ⁵/8% Subordinated Notes and (iv) such Indebtedness contains covenants, events of default, remedies, acceleration rights, amortization schedules and other material terms that (x) are no more favorable to the holders of such Indebtedness than the similar terms contained in the 8 ⁵/8% Subordinated Notes and (y) no less favorable to the Secured Parties under the Loan Documents as of the date of such refinancing or replacement.

“Non-Excluded Taxes” means, with respect to any Secured Party, any Taxes other than franchise taxes and other Taxes on or measured by the net income imposed upon such Secured Party by any Governmental Authority.

“Non-U.S. Lender” means any Lender that is not a “United States person”, as defined under Section 7701(a)(30) of the Code.

“Note” means, as the context may require, a Revolving Note, a Term Note or a Swing Line Note.

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“Obligations” means all obligations (monetary or otherwise, whether absolute or contingent, matured or unmatured) of the Borrower and each other Obligor arising under or in connection with a Loan Document, including Rate Protection Agreements required pursuant to Section 7.1.8, Additional Terms Loans, if any, pursuant to Section 2.1.4, Reimbursement Obligations and the principal of and premium, if any, and interest (including interest accruing during the pendency of any proceeding of the type described in Section 8.1.9, whether or not allowed in such proceeding) on the Loans and Reimbursement Obligations and solely for the purposes of the Pledge and Security Agreement, “Obligations” shall include the Hedging Arrangements set forth in Schedule IV.

“Obligor” means, as the context may require, the Borrower and each other Person (other than a Secured Party) obligated under any Loan Document.

“Organic Document” means, relative to any Obligor, as applicable, its certificate of incorporation, by–laws, certificate of partnership, partnership agreement, certificate of formation, limited liability agreement, operating agreement and all shareholder agreements, voting trusts and similar arrangements applicable to any of such Obligor’s partnership interests, limited liability company interests or authorized shares of Capital Securities.

“Other Taxes” means any and all stamp, documentary or similar Taxes, or any other excise or property Taxes or similar levies that arise on account of any payment made or required to be made under any Loan Document or from the execution, delivery, registration, recording or enforcement of any Loan Document.

“Parent” is defined in the preamble.

“Participant” is defined in Section 11.10.

“Patent Security Agreement” means any Patent Security Agreement executed and delivered by any Obligor in substantially the form of Exhibit A to the Pledge and Security Agreement, as amended, supplemented, amended and restated or otherwise modified from time to time.

“PBGC” means the Pension Benefit Guaranty Corporation and any Person succeeding to any or all of its functions under ERISA.

“Pension Plan” means a “pension plan”, as such term is defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a multiemployer plan as defined in Section 4001(a)(3) of ERISA), and to which the Parent or any corporation, trade or business that is, along with the Parent, a member of a Controlled Group, may have liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any time during the preceding five years, or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

“Percentage” means, as the context may require, any Lender’s Revolving Loan Percentage or Term Loan Percentage.

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“Permitted Acquisition” means the acquisition by the Parent or any Subsidiary from any Person of a business (whether pursuant to an acquisition of Capital Securities, assets or otherwise) in which the following conditions are satisfied:

(a) immediately before and after giving effect to such acquisition no Default shall have occurred and be continuing or would result therefrom (including under Section 7.1.8 (if applicable), Section 7.2.1 and clause (b) of Section 7.2.10); and

(b) the Borrower shall have delivered to the Administrative Agent a pro forma Compliance Certificate (prepared in accordance with clause (b) of Section 1.4) for the period of twelve consecutive calendar months ended immediately prior to such acquisition, which certificate shall be prepared in good faith and in a manner and using such methodology which is consistent with the most recent financial statements delivered pursuant to Section 7.1.1, shall give pro forma effect (as of the first day of such period) to the consummation of such acquisition, and shall evidence compliance with the covenants set forth in Section 7.2.4 for such twelve-month period.

“Permitted Holders” shall mean (i) any descendants of Adolph Coors, Sr., including any spouse of any such descendant, (ii) any trust, the primary beneficiaries of which are descendants of Adolph Coors, Sr. or spouses of such descendants, (iii) the trustee of any such trust (acting in such capacity) and (iv) any other Person whose management or policies are directed (whether by contract, ownership or otherwise), directly or indirectly, solely by one or more Persons described in clauses (i), (ii) or (iii) above.

“Permitted Purpose” means:

(a) With respect to any Net Casualty Proceeds, the use of such proceeds, to the extent permitted pursuant to clause (d)(iii) of Section 3.1.1, for the purpose of repairing or replacing any assets or property which has been lost or damaged as a result of the Casualty Event which has given rise to such Net Casualty Proceeds.

(b) With respect to any Net Disposition Proceeds, the use of such proceeds, to the extent permitted pursuant to clause (d)(ii) of Section 3.1.1, for the purpose of acquiring assets or properties.

(c) With respect to Net Equity Proceeds, the use of such proceeds, to the extent permitted pursuant to clause (d)(i) of Section 3.1.1, as all or part of the cash portion of the consideration for a Permitted Acquisition.

“Person” means any natural person, corporation, limited liability company, partnership, joint venture, association, trust or unincorporated organization, Governmental Authority or any other legal entity, whether acting in an individual, fiduciary or other capacity.

“Pledge and Security Agreement” means the Pledge and Security Agreement executed and delivered by an Authorized Officer of the Borrower and each Guarantor, substantially in the form of Exhibit G hereto, together with any supplemental Foreign Pledge Agreements delivered pursuant to the terms of this Agreement, in each case as amended, supplemented, amended and restated or otherwise modified from time to time.

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“Pledged Subsidiary” means each Subsidiary of the Parent in respect of which the Administrative Agent has been granted a security interest in or a pledge of (i) any of the Capital Securities issued by Subsidiary or (ii) any intercompany notes of such Subsidiary owing to the Parent, the Borrower or another Subsidiary of the Parent.

“Qualified By Materiality” means any representation, warranty, covenant or other term or provision set forth herein or in any Loan document which is qualified by the concept of Material Adverse Effect, a materiality standard or a similar qualification.

“Quarterly Payment Date” means the last day of March, June, September and December, or, if any such day is not a Business Day, the next succeeding Business Day.

“Rate Protection Agreement” means, collectively, any interest rate swap, cap, collar or similar agreement entered into by the Parent or any of its Subsidiaries under which the counterparty of such agreement is (or at the time such agreement was entered into, was) a Lender or an Affiliate of a Lender.

“Refinancing” is defined in the second recital.

“Refunded Swing Line Loans” is defined in clause (b) of Section 2.3.2.

“Register” is defined in clause (c) of Section 2.7.

“Reimbursement Obligation” is defined in Section 2.6.3.

“Release” means a “release”, as such term is defined in CERCLA.

“Required Lenders” means, at any time, Lenders holding greater than 50% of the Total Exposure Amount.

“Resource Conservation and Recovery Act” means the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., as amended.

“Restricted Payment” means the declaration or payment of any dividend (other than dividends payable solely in common stock of the Parent or any Subsidiary) on, or the making of any payment or distribution on account of, or setting apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any class of Capital Securities of the Parent or any Subsidiary or any warrants or options to purchase any such Capital Securities, whether now or hereafter outstanding, or the making of any other distribution in respect thereof, either directly or indirectly, whether in cash or property, obligations of the Parent or any Subsidiary or otherwise.

“Revolving Lender” means, as of any time of determination, any Lender which (i) holds outstanding Revolving Loans or (ii) has a Revolving Loan Percentage pursuant to Schedule II hereto or pursuant to a Lender Assignment Agreement which, in either case, is greater than 0%.

“Revolving Loan” is defined in Section 2.1.1.

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“Revolving Loan Commitment” is defined in clause (a) of Section 2.1.1.

“Revolving Loan Commitment Amount” means, on any date, $275,000,000, as such amount may be reduced from time to time pursuant to Section 2.2.

“Revolving Loan Commitment Termination Date” means the earliest of (i) February 28, 2002 (if the initial Credit Extension has not occurred on or prior to such date), (ii) the fifth anniversary of the Closing Date, (iii) the date on which the Revolving Loan Commitment Amount is terminated in full or reduced to zero pursuant to the terms of this Agreement, and (iv) the date on which any Commitment Termination Event occurs. Upon the occurrence of any event described in the preceding clauses (iii) or (iv), the Revolving Loan Commitments shall terminate automatically and without any further action.

“Revolving Loan Percentage” means, relative to any Lender, the applicable percentage relating to Revolving Loans set forth opposite its name on Schedule II hereto under the Revolving Loan Commitment column or set forth in a Lender Assignment Agreement under the Revolving Loan Commitment column, as such percentage may be adjusted from time to time pursuant to Lender Assignment Agreements executed by such Lender and its assignee Lender and delivered pursuant to Section 11.10. A Lender shall not have any Revolving Loan Commitment if its percentage under the Revolving Loan Commitment column is zero.

“Revolving Note” means a promissory note of the Borrower payable to any Revolving Lender, in the form of Exhibit A–1 hereto (as such promissory note may be amended, endorsed or otherwise modified from time to time), evidencing the aggregate Indebtedness of the Borrower to such Revolving Lender resulting from outstanding Revolving Loans, and also means all other promissory notes accepted from time to time in substitution therefor or renewal thereof.

“S&P” means Standard & Poor’s Rating Services, a division of McGraw-Hill, Inc.

“Sale and Leaseback Transaction” is defined in Section 7.2.15.

“SEC” means the Securities and Exchange Commission.

“Secured Parties” means, collectively, the Lenders, each of the Issuers, each of the Agents, each counterparty to a Rate Protection Agreement that is (or at the time such Rate Protection Agreement was entered into, was) a Lender or an Affiliate thereof and, solely for purposes of the Pledge and Security Agreement, each counterparty to a Hedging Obligation set forth in Schedule IV, together, in each case, with each of their respective successors, transferees and assigns.

“Senior Debt” means Total Debt less outstanding Subordinated Debt.

“Senior Leverage Ratio” means, as of any date of determination, the ratio of

(a) the aggregate principal amount of Senior Debt outstanding on such date to

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(b) EBITDA for the period consisting of twelve consecutive calendar months ended on or immediately prior to such date.

“Solvent” means, with respect to any Person and its Subsidiaries on any date of determination, on such date (i) the fair value of the property of such Person and its Subsidiaries on a consolidated basis is greater than the total amount of liabilities, including contingent liabilities, of such Person and its Subsidiaries on a consolidated basis, (ii) the present fair salable value of the assets of such Person and its Subsidiaries on a consolidated basis is not less than the amount that will be required to pay the probable liability of such Person and its Subsidiaries on a consolidated basis on its debts as they become absolute and matured, (iii) such Person does not intend to, and does not believe that it or its Subsidiaries will, incur debts or liabilities beyond the ability of such Person and its Subsidiaries to pay as such debts and liabilities mature, and (iv) such Person and its Subsidiaries on a consolidated basis is not engaged in business or a transaction, and such Person and its Subsidiaries on a consolidated basis is not about to engage in business or transaction, for which the property of such Person and its Subsidiaries on a consolidated basis would constitute an unreasonably small capital. The amount of Contingent Liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, can reasonably be expected to become an actual or matured liability.

“SPC” has the meaning specified in clause (f) of Section 11.10.

“Specified Percentage” means, at any time of determination with respect to a mandatory prepayment or commitment reduction in respect of Excess Cash Flow pursuant to clause (e) of Section 3.1.1, (i) if the Total Leverage Ratio set forth in the Compliance Certificate most recently delivered by the Borrower to the Administrative Agent was greater than 4.0:1, 75%, (ii) if the Total Leverage Ratio set forth in such Compliance Certificate was less than or equal to 4.0:1 but greater than or equal to 3.0:1, 50% and (iii) if the Total Leverage Ratio set forth in such Compliance Certificate was less than 3.0:1, -0-% (zero percent).

“Stated Amount” means, on any date and with respect to any Letter of Credit, the total amount then available to be drawn under such Letter of Credit.

“Stated Expiry Date” is defined in Section 2.6.

“Stated Maturity Date” means (i) with respect to all Term Loans, the seventh anniversary of the Closing Date, and (ii) with respect to all Revolving Loans, Swing Line Loans, Letters of Credit and Reimbursement Obligations, the fifth anniversary of the Closing Date; provided, however, that Term Loans made pursuant to an Additional Term Loan Commitment, if any, shall have a Stated Maturity Date as may be mutually agreed upon pursuant to Section 2.1.4.

“Sub Debt Documents” means, collectively, the 8 5/8% Subordinated Note Indenture, and any other indenture, note purchase agreements, promissory notes, guarantees, and other instruments and agreements evidencing the terms of any Subordinated Debt, as amended, supplemented, amended and restated or otherwise modified in accordance with Section 7.2.12.

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“Subject Property” means any real property acquired or sold by the Parent, the Borrower or any Subsidiary Guarantor in connection with a proposed or contemplated Sale and Leaseback Transaction.

“Subordinated Debt” means the 8 ⁵/8% Subordinated Notes and any other Debt for Borrowed Money which, by its terms, is subordinated in right of payment to the Obligations.

“Subordination Provisions” is defined in Section 8.1.11.

“Subsidiary” means, with respect to any Person, any other Person of which more than 50% of the outstanding Voting Securities of such other Person (irrespective of whether at the time Capital Securities of any other class or classes of such other Person shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned by such Person, by such Person and one or more other Subsidiaries of such Person, or by one or more other Subsidiaries of such Person.

“Subsidiary of the Parent” (and any derivatives thereof) means any direct or indirect Subsidiary of the Parent, including the Borrower, but excluding Golden Properties.

“Subsidiary Guarantor” means each Subsidiary of the Parent set forth on Schedule V, each other U.S. Subsidiary of the Parent required to execute a supplement to the Subsidiary Guaranty pursuant to Section 7.1.8 and, upon the mutual agreement of the Borrower and the Lead Arrangers, any other Subsidiary of the Parent; provided, however, that any Foreign Subsidiary which becomes a Subsidiary Guarantor shall be treated as if it was a U.S. Subsidiary for purposes of Section 7.1.8.

“Subsidiary Guaranty” means the guaranty executed and delivered by each Subsidiary Guarantor pursuant to the terms of this Agreement, substantially in the form of Exhibit F hereto, as amended, supplemented, amended and restated or otherwise modified from time to time.

“Successful Syndication” means the date on which the Revolving Loan Commitment of each Lead Arranger is less than or equal to $30,000,000 and the Term Loan Commitment of each Lead Arranger is less than or equal to $10,000,000.

“Swing Line Lender” means, subject to the terms of this Agreement, the Administrative Agent.

“Swing Line Loan” is defined in clause (b) of Section 2.1.1.

“Swing Line Loan Commitment” is defined in clause (b) of Section 2.1.1.

“Swing Line Loan Commitment Amount” means, on any date, $20,000,000, as such amount may be reduced from time to time pursuant to Section 2.2.

“Swing Line Note” means a promissory note of the Borrower payable to the Swing Line Lender, in the form of Exhibit A-3 hereto (as such promissory note may be amended, endorsed or otherwise modified from time to time), evidencing the aggregate Indebtedness of the Borrower to the Swing Line Lender resulting from outstanding Swing Line Loans, and also

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means all other promissory notes accepted from time to time in substitution therefor or renewal thereof.

“Syndication Agent” is defined in the preamble.

“Synthetic Lease” means, as applied to any Person, any lease (including leases that may be terminated by the lessee at any time) of any property (whether real, personal or mixed) (i) that is not a capital lease in accordance with GAAP and (ii) in respect of which the lessee retains or obtains ownership of the property so leased for federal income tax purposes, other than any such lease under which that Person is the lessor.

“Taxes” means all income, stamp or other taxes, duties, levies, imposts, charges, assessments, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all interest, penalties or similar liabilities with respect thereto.

“Term Lender” means, as of any time of determination, any Lender which (i) holds outstanding Term Loans or (ii) has a Term Loan Percentage pursuant to Schedule II hereto or pursuant to a Lender Assignment Agreement which, in either case, is greater than 0%.

“Term Loan” is defined in Section 2.1.3, and, if applicable, includes any Loan made under or pursuant to any Additional Term Loan Commitment pursuant to Section 2.1.4.

“Term Loan Commitment” is defined in Section 2.1.3, and, if applicable, includes any Loan made under or pursuant to any Additional Term Loan Commitment extended pursuant to Section 2.1.4.

“Term Loan Commitment Amount” means, on any date, $175,000,000, as such amount may be increased from time to time pursuant to Section 2.1.4.

“Term Loan Commitment Termination Date” means, with respect to all Term Loans other than Term Loans, if any, made under any Additional Term Loan Commitment, the earliest of (i) the Closing Date (immediately after the making of the Term Loans on such date), and (ii) the date on which any Commitment Termination Event occurs. Upon the occurrence of any event described above, the Term Loan Commitments shall terminate automatically and without any further action.

“Term Loan Percentage” means, relative to any Lender, the applicable percentage relating to Term Loans set forth opposite its name on Schedule II hereto under the Term Loan Commitment column or set forth in a Lender Assignment Agreement under the Term Loan Commitment column, as such percentage may be adjusted from time to time pursuant to Lender Assignment Agreements executed by such Lender and its assignee Lender and delivered pursuant to Section 11.10. A Lender shall not have any Term Loan Commitment if its percentage under the Term Loan Commitment column is zero.

“Term Note” means a promissory note of the Borrower payable to any Lender, in the form of Exhibit A-2 hereto (as such promissory note may be amended, endorsed or otherwise modified from time to time), evidencing the aggregate Indebtedness of the Borrower to such

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Lender resulting from outstanding Term Loans, and also means all other promissory notes accepted from time to time in substitution therefor or renewal thereof.

“Termination Date” means the date on which all Obligations have been paid in full in cash, all Letters of Credit have been terminated or expired (or been Cash Collateralized), all Rate Protection Agreements have been terminated and all Commitments shall have terminated.

“Total Debt” means, on any date of determination, the outstanding principal amount of all Debt for Borrowed Money of the Parent and its Subsidiaries on such date.

“Total Exposure Amount” means, on any date of determination (and without duplication), the outstanding principal amount of all Loans, the aggregate amount of all Letter of Credit Outstandings and the unfunded amount of all Commitments.

“Total Leverage Ratio” means, as of any date of determination, the ratio of

(a) the aggregate principal amount of Total Debt outstanding on the such date

to

(b) EBITDA for the period consisting of twelve consecutive calendar months ended on or immediately prior to such date.

“Trademark Security Agreement” means any Trademark Security Agreement executed and delivered by any Obligor substantially in the form of Exhibit B to the Pledge and Security Agreement, as amended, supplemented, amended and restated or otherwise modified from time to time.

“Transactions” is defined in the third recital.

“type” means, relative to any Loan, the portion thereof, if any, being maintained as a Base Rate Loan or a LIBO Rate Loan.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that if, with respect to any Filing Statement or by reason of any provisions of law, the perfection or the effect of perfection or non–perfection of the security interests granted to the Administrative Agent pursuant to the applicable Loan Document is governed by the Uniform Commercial Code as in effect in a jurisdiction of the United States other than New York, then “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions of each Loan Document and any Filing Statement relating to such perfection or effect of perfection or non–perfection.

“United States” or “U.S.” means the United States of America, its fifty states and the District of Columbia.

“U.S. Subsidiary” means any Subsidiary that is incorporated or organized under the laws of the United States or a state thereof.

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“Valuation Amount” means, with respect to any real property, the fair market value of such real property.

“Voting Securities” means, with respect to any Person, Capital Securities of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

“Welfare Plan” means a “welfare plan”, as such term is defined in Section 3(1) of ERISA.

“wholly-owned Subsidiary” means any Subsidiary all of the outstanding Capital Securities of which (other than any director’s qualifying shares or investments by foreign nationals mandated by applicable laws) is owned directly or indirectly by the Parent.

SECTION 1.2.    Use of Defined Terms.     Unless otherwise defined or the context otherwise requires, terms for which meanings are provided in this Agreement shall have the same meanings when used in any other Loan Document and in the Disclosure Schedule.

SECTION 1.3.     Cross-References.     Unless otherwise specified, references in a Loan Document to any Article or Section are references to such Article or Section of such Loan Document, and references in any Article, Section or definition to any clause are references to such clause of such Article, Section or definition.

SECTION 1.4.     Accounting and Financial Determinations.     (a) Unless otherwise expressly provided, all financial covenants and defined financial terms shall be computed on a consolidated basis for the Parent and its Subsidiaries, in each case without duplication, and shall be appropriately adjusted to take into account any minority ownership interests in the assets, Subsidiaries or businesses of the Parent and its Subsidiaries. The Parent shall not change its Fiscal Year without the consent of the Lead Arrangers.

(b) As of any date of determination, for purposes of determining the Interest Coverage Ratio, Senior Leverage Ratio, Total Leverage Ratio (and any financial calculations required to be made or included within such ratios, or required for purposes of preparing any Compliance Certificate to be delivered pursuant to clause (b) of the definition of “Permitted Acquisition”), the calculation of such ratios and other financial calculations shall include or exclude, as the case may be, the effect of any assets or businesses that have been acquired or Disposed of by the Parent or any of its Subsidiaries pursuant to the terms hereof (including through mergers or consolidations) as of such date of determination, as determined by the Parent on a pro forma basis in accordance with GAAP, which determination may, with the prior written consent of the Lead Arrangers, include one-time adjustments or reductions in costs, if any, directly attributable to any such permitted Disposition or Permitted Acquisition, as the case may be, in each case (i) calculated in accordance with Regulation S-X of the Securities Act of 1933, as amended, for the period of twelve consecutive calendar months ended on or immediately prior to the date of determination of any such ratios and (ii) giving effect to any such Permitted Acquisition or permitted Disposition as if it had occurred on the first day of such twelve-month period.

(c) If the Borrower or any Lead Arranger determines that a change in GAAP has altered the treatment of certain financial data to its detriment under this Agreement, such party may, by

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written notice to the Lead Arrangers not later than sixty days after the end of the Fiscal Quarter during which such change in GAAP becomes effective, request renegotiation of the financial covenants affected by such change. If the Borrower and the Required Lenders have not agreed on revised covenants within thirty days after delivery of such notice, then, for purposes of this Agreement, GAAP will have the meaning set forth in clause (i) of the definition of “GAAP”.

ARTICLE II

COMMITMENTS, BORROWING AND ISSUANCE

PROCEDURES, NOTES AND LETTERS OF CREDIT

SECTION 2.1.     Commitments.     On the terms and subject to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below.

SECTION 2.1.1.     Revolving Loan Commitment and Swing Line Loan Commitment.

(a) From time to time on any Business Day occurring from and after the Closing Date to but excluding the Revolving Loan Commitment Termination Date, each Revolving Lender hereby commits to make loans (“Revolving Loans”) to the Borrower equal to such Revolving Lender’s Revolving Loan Percentage of the aggregate principal amount of each Borrowing of Revolving Loans requested by the Borrower to be made on such day. The commitment of each Revolving Lender described in this clause is herein referred to as its “Revolving Loan Commitment”.

(b) From time to time on any Business Day occurring from and after the Closing Date to but excluding the Revolving Commitment Termination Date, the Swing Line Lender hereby commits to make loans (its “Swing Line Loans”) to the Borrower equal to the principal amount of the Swing Line Loan requested by the Borrower to be made on such day. The Commitment of the Swing Line Lender described in this clause is herein referred to as its “Swing Line Loan Commitment”.

(c) On the terms and subject to the conditions hereof, the Borrower may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Revolving Loans of such Revolving Lender, together with such Lender’s Revolving Loan Percentage of the aggregate outstanding principal amount of all Swing Line Loans and Letter of Credit Outstandings of such Revolving Lender, would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (i) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount.

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SECTION 2.1.2.     Letter of Credit Commitment.     From time to time on any Business Day occurring from and after the Closing Date to but excluding the Revolving Loan Commitment Termination Date, the Issuer hereby commits (i) to issue one or more standby letters of credit (relative to such Issuer, its “Letter of Credit”) for the account of the Borrower or any Guarantor in the Stated Amount requested by the Borrower on such day, or (ii) to extend the Stated Expiry Date of an existing standby Letter of Credit previously issued hereunder. No Stated Expiry Date shall extend beyond the earlier of (x) one Business Day prior to the Stated Maturity Date of the Revolving Loans and (y) unless otherwise agreed to by the Issuer in its reasonable sole discretion, one year from the date of such extension. No Issuer shall be permitted or required to issue any Letter of Credit if, after giving effect thereto, (A) the aggregate amount of all Letter of Credit Outstandings would exceed the Letter of Credit Commitment Amount or (B) the sum of the aggregate amount of all Letter of Credit Outstandings plus the aggregate principal amount of all Revolving Loans and Swing Line Loans then outstanding would exceed the Revolving Loan Commitment Amount.

SECTION 2.1.3.     Term Loan Commitment.     In a single Borrowing on the Closing Date, each Term Lender commits to make a loan (a “Term Loan”) to the Borrower equal to such Term Lender’s Term Loan Percentage of the aggregate principal amount of the Borrowing of Term Loans requested by the Borrower to be made on such day. The commitment of each Term Lender described in this clause is herein referred to as its “Term Loan Commitment”. No amounts paid or prepaid with respect to Term Loans may be reborrowed.

SECTION 2.1.4.     Additional Term Loan Commitments.     At any time that no Default has occurred and is continuing, the Borrower may, by written notice to the Lead Arrangers, request that the Lead Arrangers arrange for up to $150,000,000 in aggregate principal amount of additional commitments to make Term Loans (any such commitment by a Lender or another financial institution being an “Additional Term Loan Commitment”). If the Lead Arrangers (in their reasonable discretion) consent to such request, after mutually agreeing with the Borrower upon the structure and terms of such Additional Term Loan Commitments (including as to the fees, Applicable Margin, tenor, amortization and whether such commitment will, in whole or in part, constitute a new tranche of Loans; provided that the covenants governing the new Loans shall be no more restrictive than those in this Agreement), each Lead Arranger will agree (severally and not jointly) to use commercially reasonable efforts to arrange for some or all of the Lenders or other financial institutions (reasonably acceptable to the Borrower) not parties to this Agreement (each an “Additional Term Lender”) to provide such Additional Term Loan Commitments. Alternatively, the Lead Arrangers may commit to provide the full amount of the requested Additional Term Loan Commitments and then offer portions of such Additional Term Loan Commitments to other Lenders or other financial institutions (reasonably acceptable to the Borrower). Nothing contained in this Section or otherwise in this Agreement commits or is intended to commit any Lead Arranger, any Agent or any Lender to provide any portion of such Additional Term Loan Commitments. If and to the extent that any Lenders and/or other financial institutions agree, in their sole discretion, to provide any such Additional Term Loan Commitments, (i) the Term Loan Commitment Amount shall be increased by the amount of the Additional Term Loan Commitments agreed to be so provided, (ii) the Term Loan Percentages of each Term Lender shall be proportionally adjusted to give effect to such increase and, if applicable, the addition of new financial institutions as Term Lenders hereunder, (iii) the Borrower shall execute and deliver any additional Term Notes, Lender Assignment Agreements

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or other amendments or modifications to this Agreement or any other Loan Document as the Lead Arrangers may reasonably request, and (iv) any term or provision hereof or of any other Loan Document to the contrary notwithstanding, increases to the Term Loan Commitments, changes to the Term Loan Percentages and other similar modifications to this Agreement or any other Loan Document required to provide for the Additional Term Loan Commitments pursuant to this Section (including amendments and modifications required to create a new tranche of Term Loans, if applicable) may be made by the Borrower, the Lead Arrangers and the Additional Term Lenders participating in the Additional Term Loan Commitments without the need or requirement of Required Lender consent or approval. The Lead Arrangers shall be the sole arrangers of any Additional Term Loan Commitments.

SECTION 2.2.    Reduction of Commitment Amounts.    The Borrower may, at its option, reduce the Revolving Loan Commitment Amount, and the Revolving Loan Commitment Amount shall be automatically reduced, in each case as set forth below.

SECTION 2.2.1.    Optional Reductions.    The Borrower may, from time to time on any Business Day occurring after the Closing Date, voluntarily reduce the amount of the Revolving Loan Commitment Amount, the Swing Line Loan Commitment Amount or the Letter of Credit Commitment Amount effective as of a Business Day specified in writing by the Borrower; provided, however, that all such reductions shall require at least one Business Day’s prior notice to the Administrative Agent and be permanent, and any partial reduction of the Revolving Loan Commitment Amount shall be in a minimum amount of $2,000,000 and in an integral multiple of $1,000,000. Any optional or mandatory reduction of the Revolving Loan Commitment Amount pursuant to the terms of this Agreement which reduces the Revolving Loan Commitment Amount below the sum of (i) the Swing Line Loan Commitment Amount and (ii) the Letter of Credit Commitment Amount shall result in an automatic and corresponding reduction of the Swing Line Loan Commitment Amount and/or Letter of Credit Commitment Amount (as directed by the Borrower in a notice to the Administrative Agent delivered together with the notice of such voluntary reduction in the Revolving Loan Commitment Amount) to an aggregate amount not in excess of the Revolving Loan Commitment Amount, as so reduced, without any further action on the part of the Swing Line Lender or any Issuer.

SECTION 2.2.2.    Mandatory Reductions.    Subject to the proviso in clause (b) of Section 3.1.2, following the prepayment in full of the Term Loans, the Revolving Loan Commitment Amount shall, without any further action, automatically and permanently be reduced on the date the Term Loans would otherwise have been required to be prepaid with any prepayment of the Term Loans made pursuant to clauses (d) or (e) of Section 3.1.1 hereof, in an amount equal to the amount by which the Term Loans would have been required to be prepaid, pursuant to such clause (d) or (e) if Term Loans had been outstanding.

SECTION 2.3.    Borrowing Procedures.    Loans (other than Swing Line Loans) shall be made by the Lenders in accordance with Section 2.3.1, and Swing Line Loans shall be made by the Swing Line Lender in accordance with Section 2.3.2.

SECTION 2.3.1.    Revolving Loans and Term Loans.    In the case of any Loans other than Swing Line Loans, by delivering a Borrowing Request to the Administrative Agent on or before 11:30 a.m. on a Business Day, the Borrower may from time to time irrevocably request, on not

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less than one Business Day’s notice in the case of Base Rate Loans, or three Business Days’ notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice, that a Borrowing be made by the applicable Lenders. LIBO Rate Loans will be made in a minimum amount of $5,000,000 and an integral multiple of $1,000,000, and Base Rate Loans will be made in a minimum amount of $1,000,000 and an integral multiple of $500,000 or, in either case, in an amount equal to the unused amount of the applicable Commitment; provided, however, until the earlier of (i) the date on which the Lead Arrangers have determined that a Successful Syndication has been achieved and (ii) March 31, 2002, all Loans will bear interest as Base Rate Loans. On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the type of Loans, and shall be made on the Business Day, specified in such Borrowing Request. In the case of any Loans other than Swing Line Loans, each Lender that has a Commitment to make the Loans being requested shall deposit with the Administrative Agent, on or before 12:30 p.m. on the date of Borrowing, same day funds in an amount equal to such Lender’s Percentage of the requested Borrowing. Such deposit will be made to an account which the Administrative Agent shall specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the Administrative Agent shall make such funds available to the Borrower by wire transfer to the accounts the Borrower shall have specified in its Borrowing Request. Neither the Administrative Agent’s nor any Lender’s obligation to make any Loan shall be affected by any other Lender’s failure to make any Loan.

SECTION 2.3.2.    Swing Line Loans.    (a) By telephonic notice to the Swing Line Lender on or before 12:00 noon on a Business Day (followed on such day by the delivery of a confirming Borrowing Request), the Borrower may from time to time irrevocably request that Swing Line Loans be made by the Swing Line Lender in an aggregate minimum principal amount of $500,000 and an integral multiple of $100,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the Borrower by wire transfer to the account the Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender.

(b) If (i) any Swing Line Loan shall be outstanding for more than four Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when the Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Revolving Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender, make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s Revolving Loan Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding (such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”). On or before 12:30 p.m. on the first Business Day following receipt by each Revolving Lender of a request to make Revolving Loans as provided in the preceding sentence, each Revolving Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Revolving Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing Line Lender’s Revolving Loan Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the

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making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clause, the amount so funded shall become outstanding under such Revolving Lender’s Revolving Note and shall no longer be owed under the Swing Line Note. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Revolving Lender’s obligation to make the Revolving Loans referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person or any amendment or other modification to this Agreement or any other Loan Document; or (vi) any other circumstance, occurrence or event whatsoever, whether or not similar to any of the foregoing.

SECTION 2.4.    Continuation and Conversion Elections.    By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. on a Business Day, the Borrower may from time to time irrevocably elect, on not less than one Business Day’s notice in the case of Base Rate Loans, or three Business Days’ notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice, that all, or any portion in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 be, in the case of Base Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided, however, that (x) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (y) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default has occurred and is continuing.

SECTION 2.5.    Funding.    Each Lender may, if it so elects, fulfill its obligation to make, continue or convert LIBO Rate Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; provided, however, that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be held by such Lender, and the obligation of the Borrower to repay such LIBO Rate Loan shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or international banking facility. In addition, the Borrower hereby consents and agrees that, for purposes of any determination to be made for purposes of Sections 4.1, 4.2, 4.3 or 4.4, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing Dollar deposits in its LIBOR Office’s interbank eurodollar market.

SECTION 2.6.    Issuance Procedures, etc.    By delivering to the Administrative Agent an Issuance Request on or before 11:30 a.m. on a Business Day, the Borrower may from time to time irrevocably request on not less than three nor more than ten Business Days’ notice, in the

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case of an initial issuance of a Letter of Credit and not less than three Business Days’ prior notice, in the case of a request for the extension of the Stated Expiry Date of a standby Letter of Credit (in each case, unless a shorter notice period is agreed to by the Issuer, in its sole discretion), that an Issuer issue, or extend the Stated Expiry Date of, a Letter of Credit in such form as may be requested by the Borrower and approved by such Issuer, solely for the purposes described in Section 7.1.7. Each Letter of Credit shall by its terms be stated to expire on a date (its “Stated Expiry Date”) no later than the earlier to occur of (i) one Business Day prior to the Stated Maturity Date of the Revolving Loans or (ii) (unless otherwise agreed to by an Issuer, in its reasonable sole discretion), one year from the date of its issuance. Each Issuer will make available to the beneficiary thereof the original of the Letter of Credit which it issues. The Borrower hereby guarantees the prompt payment (and not collection) in full in cash of all Reimbursement Obligations in respect of all Letters of Credit issued for the account of any eligible Obligor other than the Borrower, which guaranty is absolute and unconditional and shall not be affected by any circumstance (other than the gross negligence or willful misconduct of the Issuer) including (i) any set-off, counterclaim, recoupment, suretyship defense or other right which the Borrower may have against the Issuer of such Letter of Credit any Lender, any Obligor or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the issuance of such Letter of Credit or any drawing upon such Letter of Credit; (v) any breach of any Loan Document by any Person or any amendment or other modification to this Agreement or any other Loan Document; or (vi) any other circumstance, occurrence or event whatsoever, whether or not similar to any of the foregoing.

SECTION 2.6.1.    Other Lenders’ Participation.    Upon the issuance of each Letter of Credit, and without further action, each Revolving Lender (other than such Issuer) shall be deemed to have irrevocably purchased, to the extent of its Percentage to make Revolving Loans, a participation interest in such Letter of Credit (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Revolving Lender shall, to the extent of its Percentage to make Revolving Loans, be responsible for reimbursing within one Business Day the Issuer for Reimbursement Obligations which have not been reimbursed by the Borrower in accordance with Section 2.6.3. In addition, such Revolving Lender shall, to the extent of its Percentage to make Revolving Loans, be entitled to receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.2 with respect to each Letter of Credit (other than the issuance fees payable to an Issuer of such Letter of Credit pursuant to clause (ii) of Section 3.3.2) and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation. To the extent that any Revolving Lender has reimbursed any Issuer for a Disbursement, such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrower or otherwise) in respect of such Disbursement.

SECTION 2.6.2.    Disbursements.    An Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by such Issuer, together with notice of the date (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). Subject to the terms and provisions of such Letter of Credit and this Agreement, the applicable Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 12:30 p.m. on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account

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of the applicable Issuer, for all amounts which such Issuer has disbursed under such Letter of Credit, together with interest thereon at a rate per annum equal to the rate per annum then in effect for Base Rate Loans (with the then Applicable Margin for Revolving Loans accruing on such amount) pursuant to Section 3.2 for the period from the Disbursement Date through the date of such reimbursement. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the applicable Issuer upon each Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Guarantor).

SECTION 2.6.3.    Reimbursement.    The obligation (a “Reimbursement Obligation”) of the Borrower under Section 2.6.2 to reimburse an Issuer with respect to each Disbursement (including interest thereon), and, upon the failure of the Borrower to reimburse an Issuer, each Revolving Lender’s obligation under Section 2.6.1 to reimburse an Issuer, shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or such Revolving Lender, as the case may be, may have or have had against such Issuer or any Lender, including any defense based upon the failure of any Disbursement to conform to the terms of the applicable Letter of Credit (if, in such Issuer’s good faith opinion, such Disbursement is determined to be appropriate) or any non-application or misapplication by the beneficiary of the proceeds of such Letter of Credit; provided, however, that after paying in full its Reimbursement Obligation hereunder, nothing herein shall adversely affect the right of the Borrower or such Lender, as the case may be, to commence any proceeding against an Issuer for any wrongful Disbursement made by such Issuer under a Letter of Credit as a result of acts or omissions constituting gross negligence or willful misconduct on the part of such Issuer.

SECTION 2.6.4.    Deemed Disbursements.    Upon the occurrence and during the continuation of any Default under Section 8.1.9 with respect to the Parent or the Borrower or upon notification by the Administrative Agent (acting at the direction of the Required Lenders) to the Borrower of its obligations under this Section, following the occurrence and during the continuation of any other Event of Default, (i) the aggregate Stated Amount of all Letters of Credit shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the Issuers of such Letters of Credit (notwithstanding that such amount may not in fact have been paid or disbursed), and (ii) the Borrower shall be immediately obligated to reimburse the Issuers for the amount deemed to have been so paid or disbursed by such Issuers. Amounts payable by the Borrower pursuant to this Section shall be deposited in immediately available funds with the Administrative Agent and held as collateral security for the Reimbursement Obligations. When all Defaults giving rise to the deemed disbursements under this Section have been cured or waived the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section which have not been applied to the satisfaction of the Reimbursement Obligations.

SECTION 2.6.5.    Nature of Reimbursement Obligations.    The Borrower, each other Obligor and, to the extent set forth in Section 2.6.1, each Revolving Lender shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Issuer (except to the extent of its own gross negligence or willful misconduct) shall be responsible for:

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(a) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged;

(b) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason;

(c) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit;

(d) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise; or

(e) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit.

None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to any Issuer or any Revolving Lender hereunder. In furtherance and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by an Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon each Obligor and each such Secured Party, and shall not put such Issuer under any resulting liability to any Obligor or any Secured Party, as the case may be.

SECTION 2.7.    Notes.    (a) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to the order of, such Lender in a maximum principal amount equal to such Lender’s Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, constitute prima facie evidence and shall be binding on each Obligor absent manifest error; provided, however, that the failure of any Lender to make any such notations shall not limit or otherwise affect any Obligations of any Obligor.

(b) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for the purpose of this clause, to maintain a register (the “Register”) on which the Administrative Agent will record each Lender’s Commitment, the Loans made by each Lender and each repayment in respect of the principal amount of the Loans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 11.10. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligations. The entries in the Register shall constitute prima facie evidence and shall be binding on the Borrower absent manifest error, and

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the Borrower, the Administrative Agent and the Lenders shall treat each Person in whose name a Loan is registered (or, if applicable, to which a Note has been issued) as the owner thereof for the purposes of all Loan Documents, notwithstanding notice or any provision herein to the contrary. Any assignment or transfer of a Commitment or the Loans made pursuant hereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 11.10. No assignment or transfer of a Lender’s Commitment or Loans shall be effective unless such assignment or transfer shall have been recorded in the Register by the Administrative Agent as provided in this Section.

ARTICLE III

REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

SECTION 3.1.    Repayments and Prepayments; Application.    The Borrower agrees that the Loans shall be repaid and prepaid pursuant to the following terms.

SECTION 3.1.1.    Repayments and Prepayments.    The Borrower shall repay in full the unpaid principal amount of each Loan upon the applicable Stated Maturity Date therefor. Prior thereto, payments and prepayments of the Loans shall or may be made as set forth below.

(a) From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any

(i) Loans (other than Swing Line Loans); provided, however, that (x) any such prepayment of the Term Loans shall be made pro rata among Term Loans of all Lenders of the same type and, if applicable, having the same Interest Period (with the amount of such prepayment of the Term Loans being applied to the remaining Term Loan amortization payments, in inverse order of maturity), and any such prepayment of Revolving Loans shall be made pro rata among the Revolving Loans of all Lenders of the same type and, if applicable, having the same Interest Period; (y) all such voluntary prepayments shall require at least one but no more than five Business Days’ prior notice to the Administrative Agent; and (z) all such voluntary partial prepayments shall be in an aggregate minimum amount of (x) $5,000,000 and an integral multiple of $1,000,000 in the case of Term Loans and (y) $2,000,000 and an integral multiple of $1,000,000 in the case of Revolving Loans; and

(ii) Swing Line Loans; provided, however, that (x) all such voluntary prepayments shall require prior telephonic notice to the Swing Line Lender on or before 1:00 p.m. on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and (y) all such voluntary partial prepayments shall be in an aggregate minimum amount of $500,000 and an integral multiple of $100,000.

(b) On each date when the sum of (i) the aggregate outstanding principal amount of all Revolving Loans (without duplication) and Swing Line Loans and (ii) (without duplication) the aggregate amount of all Letter of Credit Outstandings exceeds the

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Revolving Loan Commitment Amount (as it may be reduced from time to time pursuant to this Agreement), the Borrower shall make a mandatory prepayment of Revolving Loans or Swing Line Loans (or both) and, if necessary, Cash Collateralize all Letter of Credit Outstandings, in an aggregate amount equal to such excess.

(c) On the Stated Maturity Date and on each Quarterly Payment Date occurring during any period set forth below, the Borrower shall make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Term Loans in an amount equal to the amount set forth below opposite the Stated Maturity Date or such Quarterly Payment Date, as applicable (as such amounts may be reduced as a result of Section 3.1.2 or increased in accordance with Section 2.1.4):

Payment Date	Amount of Required Principal Repayment
Each Quarterly Payment Date from the Closing Date through (and including) 12/31/08	$437,500
The Stated Maturity Date	$162,750,000 or the then outstanding aggregate principal amount of the Term Loans

(d) Concurrently with the receipt by the Parent or any of its Subsidiaries of any Net Equity Proceeds, Net Disposition Proceeds, Net Casualty Proceeds or Net Debt Proceeds, the Borrower shall be obligated to make mandatory prepayments of the Loans, as set forth below and each such prepayment shall be applied as set forth in Section 3.1.2:

(i) Net Equity Proceeds.    In the event the Parent receives any Net Equity Proceeds, the Parent shall deliver to the Administrative Agent a calculation of the amount of such Net Equity Proceeds, and the Borrower shall make a mandatory prepayment of the Loans in an amount equal to 75% of such Net Equity Proceeds; provided, however, that, upon written notice by the Parent to the Administrative Agent not less than 30 Business Days following receipt of any such Net Equity Proceeds, an aggregate amount of up to $100,000,000 of such proceeds over the term of this Agreement may be retained by the Parent (and be excluded from the prepayment requirements of this clause) if (x) the Parent informs the Administrative Agent in such notice of its good faith intention to apply (or cause one or more of its Subsidiaries to apply) such excluded Net Equity Proceeds for Permitted Acquisitions and (y) within 180 days following receipt of any such Net Equity Proceeds, such proceeds are paid or applied as cash consideration in respect of one or more Permitted Acquisitions. The amount of any such Net Equity Proceeds unused after such 180 day period shall be applied to the Loans as set forth herein and in Section 3.1.2. Subject to clause (d)(v) of this Section 3.1.1, at any time after receipt of any Net Equity Proceeds but prior to the application thereof to a mandatory prepayment or in respect of a Permitted Acquisition as described above, upon written demand by the Administrative Agent (in its

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reasonable discretion) to the Parent and the Borrower, the Parent shall (or shall cause Borrower to) deposit an amount equal to such Net Equity Proceeds into a cash collateral account maintained with (and reasonably satisfactory to) the Administrative Agent for the benefit of the Secured Parties (and over which the Administrative Agent shall have sole dominion and control) pending such application as a prepayment or to be released as requested by the Borrower in respect of a Permitted Acquisition. Amounts deposited in such cash collateral account shall be invested in Cash Equivalent Investments, as directed by the Parent.

(ii)     Net Disposition Proceeds.     In the event the Parent or any of its Subsidiaries receives any Net Disposition Proceeds, the Borrower shall deliver to the Administrative Agent a calculation of the amount of such Net Disposition Proceeds, and, to the extent the aggregate amount of such proceeds received by the Parent and its Subsidiaries in any period of twelve consecutive calendar months since the Closing Date exceeds $1,000,000, the Borrower shall make a mandatory prepayment of the Loans in an amount equal to 100% of such Net Disposition Proceeds; provided, however, that, upon written notice by the Parent to the Administrative Agent not less than 30 Business Days following receipt of any Net Disposition Proceeds, an aggregate amount of up to $15,000,000 (as such amount may be increased with the consent of the Required Lenders) of such proceeds in any Fiscal Year may be retained by the Parent and its Subsidiaries (and be excluded from the prepayment requirements of this clause) if (x) the Parent informs the Administrative Agent in such notice of its good faith intention to apply (or cause one or more of its Subsidiaries to apply) such Net Disposition Proceeds to the acquisition of other assets or properties in the U.S. consistent with the businesses permitted to be conducted pursuant to Section 7.2.1 (including by way of merger or Investment), and (y) within 180 days following the receipt of such Net Disposition Proceeds, such proceeds are applied or committed to such acquisition. The amount of such Net Disposition Proceeds unused or uncommitted after such 180 day period shall be applied to the Loans as set forth in Section 3.1.2. Subject to clause (d)(v) of this Section 3.1.1, at any time after receipt of any such Net Disposition Proceeds in excess of $1,000,000 but prior to the application thereof to a mandatory prepayment or the acquisition of other assets or properties as described above, upon written demand by the Administrative Agent (in its reasonable discretion) to the Parent and the Borrower, the Parent shall (or shall cause the Borrower to) deposit an amount equal to such Net Disposition Proceeds into a cash collateral account maintained with (and reasonably satisfactory to) the Administrative Agent for the benefit of the Secured Parties (and over which the Administrative Agent shall have sole dominion and control) pending such application as a prepayment or to be released as requested by the Borrower in respect of such acquisition. Amounts deposited in such cash collateral account shall be invested in Cash Equivalent Investments, as directed by the Parent.

(iii)     Net Casualty Proceeds.     In the event the Parent or any of its Subsidiaries receives any Net Casualty Proceeds, the Borrower shall deliver to the

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Administrative Agent a calculation of the amount of such Net Casualty Proceeds and, to the extent the aggregate amount of such proceeds received by the Parent and its Subsidiaries in any period of twelve consecutive calendar months since the Closing Date exceeds $1,000,000, the Borrower shall make a mandatory prepayment of the Loans in an amount equal to 100% of such Net Casualty Proceeds; provided, however, that, upon written notice by the Parent to the Administrative Agent not less than 30 Business Days following receipt of any Net Casualty Proceeds, up to 100% of such proceeds may be retained by the Parent and its Subsidiaries (and be excluded from the prepayment requirements of this clause) if (x) the Parent informs the Administrative Agent in such notice of its good faith intention to apply (or cause one or more of its Subsidiaries to apply) such Net Casualty Proceeds to the repair or replacement of the assets or properties which have been lost or damaged as a result of the Casualty Event giving rise to such Net Casualty Proceeds, and (y) within 180 days following the receipt of such Net Casualty Proceeds such proceeds are applied or committed to such repair or replacement. The amount of any such Net Casualty Proceeds unused or uncommitted after such 180 day period shall be applied to the Loans as set forth in Section 3.1.2. Subject to clause (d)(v) of this Section 3.1.1, at any time after receipt of any such Net Casualty Proceeds in excess of $1,000,000 but prior to the application thereof to a mandatory prepayment or the repair or replacement of lost or damaged assets or property as described above, upon written demand by the Administrative Agent (in its reasonable discretion) to the Parent and the Borrower, the Parent shall (or shall cause the Borrower to) deposit an amount equal to such Net Casualty Proceeds into a cash collateral account maintained with (and reasonably satisfactory to) the Administrative Agent for the benefit of the Secured Parties (and over which the Administrative Agent shall have sole dominion and control) pending such application as a prepayment or to be released as requested by the Borrower in respect of such repair or replacement. Amounts deposited in such cash collateral account shall be invested in Cash Equivalent Investments, as directed by the Parent.

(iv)     Net Debt Proceeds.     In the event the Parent or any such Subsidiary receives any Net Debt Proceeds, the Borrower shall make a mandatory prepayment of the Loans in an amount equal to 100% of such Net Debt Proceeds.

(v)     Any term or provision of this Section 3.1.1 to the contrary notwithstanding, in the event that the Administrative Agent makes a reasonable demand, pursuant to clause (i), (ii), or (iii) of this Section 3.1.1, for any Net Proceeds to be deposited into a cash collateral account, the Parent may, so long as no Event of Default has occurred and be continuing, in lieu of such deposit, apply such Net Proceeds to the repayment of outstanding Revolving Loans; provided, however, that (x) to the extent such Net Proceeds exceed the outstanding principal amount of Revolving Loans, such excess shall be deposited into such cash collateral account as provided in such clause (i), (ii) or (iii) of this Section, as the case may be, and (y) in the event that at the end of the applicable 30 Business Day notice period (if the Parent has not given notice to the Administrative Agent of its intent to use such Net Proceeds for the Permitted Purpose applicable to such

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proceeds) or at the end of the applicable 180 day period to the extent such proceeds have not been applied to such Permitted Purpose, in each case as provided above of this Section 3.1.1, (A) any amounts held in such cash collateral account shall be applied to the prepayment of Term Loans as provided above, and (B) the Borrower shall make an additional prepayment of Term Loans in an amount equal to the sum of (1) the amount of the prepayment of Revolving Loans with respect to such Net Proceeds, if any, described in this clause (v) and (2) the balance, if any, of any such Net Proceeds not otherwise deposited into a cash collateral account or used to prepay Revolving Loans.

(e) Within 95 days after the close of each Fiscal Year (beginning with the close of the 2002 Fiscal Year) the Borrower shall make a mandatory prepayment of the Loans in an amount equal to the positive difference of (x) the product of (i) Excess Cash Flow (if any) for such Fiscal Year, multiplied by (ii) the Specified Percentage less (y) $10,000,000, in each case to be applied as set forth in Section 3.1.2.

(f) Immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to Section 8.2 or Section 8.3, the Borrower shall repay all the Loans, unless, pursuant to Section 8.3, only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be so repaid).

Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4; provided, however, that upon the written request of the Borrower, and solely for purpose of mitigating losses and expenses of the type described in clause (a) of Section 4.4, any prepayment of Loans required pursuant to this Section 3.1.1 may be paid into a cash collateral account maintained with (and reasonably satisfactory to) the Administrative Agent for the benefit of the Secured Parties (over which the Administrative Agent shall have sole dominion and control), with such amount on deposit in such cash collateral account to be automatically withdrawn by the Administrative Agent at the end of the next applicable Interest Period for application to the prepayment of Loans as otherwise required by this Section.

SECTION 3.1.2.     Application.     Amounts prepaid pursuant to Section 3.1.1 shall be applied as set forth in this Section.

(a) Subject to clause (b) and (c), each prepayment or repayment of the principal of the Loans shall be applied, to the extent of such prepayment or repayment, first, to the principal amount thereof being maintained as Base Rate Loans, and second, subject to the terms of Section 4.4, to the principal amount thereof being maintained as LIBO Rate Loans.

(b) Subject to clause (c) each prepayment of the Loans made pursuant to clauses (d) and (e) of Section 3.1.1 shall be applied (i) first, pro rata to a mandatory prepayment of the outstanding principal amount of all Term Loans (with the amount of such prepayment of the Term Loans being applied to the remaining Term Loan amortization payments, in inverse order of maturity), and (ii) second, once all Term Loans have been repaid in full, to the repayment of any outstanding Revolving

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Loans, or to the Cash Collateralization of Letter of Credit Outstandings, if necessary and a concomitant reduction of the Revolving Loan Commitment Amount equal to such repayment of Revolving Loans in accordance with Section 2.2.2; provided, however, that, so long as no Event of Default has occurred and is continuing, no prepayment of Revolving Loans required as a result of clause (e) of Section 3.1.1 shall cause a reduction in the Revolving Loan Commitment Amount once the Revolving Loan Commitment Amount has been reduced to $200,000,000.

(c) Following the occurrence and during the continuance of an Event of Default, each prepayment of the Loans made pursuant to clauses (d) and (e) of Section 3.1.1 shall be applied pro rata to a mandatory prepayment of the outstanding principal amount of all Loans (with the prepayment of the Term Loans being applied pro rata against all remaining Term Loan amortization payments) or to the Cash Collateralization of Letter of Credit Outstandings, if necessary, and with a concomitant reduction of the Revolving Loan Commitment Amount equal to such repayment of Revolving Loans in accordance with Section 2.2.2.

SECTION 3.2.     Interest Provisions.     Interest on the outstanding principal amount of the Loans shall accrue and be payable in accordance with the terms set forth below.

SECTION 3.2.1.     Rates.     Subject to Section 2.3.2, pursuant to an appropriately delivered Borrowing Request or Continuation/Conversion Notice, the Borrower may elect that the Loans comprising a Borrowing accrue interest at a rate per annum:

(a) on that portion of any Loans maintained from time to time as a Base Rate Loan, equal to the sum of the Alternate Base Rate from time to time in effect plus the Applicable Margin; provided, however, that Swing Line Loans shall accrue interest at the Alternate Base Rate only; and

(b) on that portion of any Loans maintained as a LIBO Rate Loan, during each Interest Period applicable thereto, equal to the sum of the LIBO Rate (Reserve Adjusted) for such Interest Period plus the Applicable Margin.

All LIBO Rate Loans shall bear interest from and including the first day of the applicable Interest Period to (but not including) the last day of such Interest Period at the interest rate determined as applicable to such LIBO Rate Loan.

SECTION 3.2.2.   Post-Default Rates.     After the date of the occurrence of any Event of Default (or any Default of the type described in clauses (a) through (d) of Section 8.1.9 of the Parent or the Borrower) each Applicable Margin then in effect shall be increased by an amount equal to 2% per annum so long as such Default is continuing (after as well as before judgment).

SECTION 3.2.3.     Payment Dates.     Interest accrued on each Loan shall be payable, without duplication:

(a) on the Stated Maturity Date therefor;

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(b) on the date of any payment or prepayment, in whole or in part, of principal outstanding on such Loan on the principal amount so paid or prepaid;

(c) with respect to Base Rate Loans, on each Quarterly Payment Date occurring after the Closing Date;

(d) with respect to LIBO Rate Loans, on the last day of each applicable Interest Period (and, if such Interest Period shall exceed three months, on the date occurring on each three-month interval occurring after the first day of such Interest Period);

(e) with respect to any Base Rate Loans converted into LIBO Rate Loans on a day when interest would not otherwise have been payable pursuant to clause (c), on the date of such conversion; and

(f) on that portion of any Loans the Stated Maturity Date of which is accelerated pursuant to Section 8.2 or Section 8.3, immediately upon such acceleration.

Interest accrued on Loans or other monetary Obligations after the date such amount is due and payable (whether on the Stated Maturity Date, upon acceleration or otherwise) shall be payable upon demand.

SECTION 3.3.    Fees.    The Borrower agrees to pay the fees set forth below. All such fees shall be non-refundable.

SECTION 3.3.1. Commitment Fee. The Borrower agrees to pay to the Administrative Agent, for the account of each Lender, for the period (including any portion thereof when any of its Commitments are suspended by reason of the Borrower’s inability to satisfy any condition of Article V) commencing on the Closing Date and continuing through the applicable Commitment Termination Date, a commitment fee in an amount equal to the Applicable Commitment Fee Margin, in each case on such Lender’s Percentage of the average daily unused portion of the Revolving Loan Commitment Amount (net of Letter of Credit Outstandings attributable to issued and undrawn Letters of Credit). All commitment fees payable pursuant to this Section shall be calculated on a year comprised of 360 days and shall be paid by the Borrower in arrears on each Quarterly Payment Date, commencing with the first Quarterly Payment Date following the Closing Date, and on the Revolving Loan Commitment Termination Date. The making of Swing Line Loans shall not constitute usage of the Revolving Loan Commitment with respect to the calculation of commitment fees to be paid by the Borrower to the Lenders.

SECTION 3.3.2.    Letter of Credit Fee.    The Borrower agrees to pay to the Administrative Agent, (i) for the pro rata account of the applicable Issuer and each Revolving Lender, a Letter of Credit fee in an amount equal to the then effective Applicable Margin for Revolving Loans maintained as LIBO Rate Loans, multiplied by the Stated Amount of each such Letter of Credit, such fees being payable quarterly in arrears on each Quarterly Payment Date following the date of issuance of each Letter of Credit and on the date such Letter of Credit is terminated (which shall not be later than the Stated Maturity Date for the Revolving Loans) and (ii) for the account of the applicable Issuer, a fronting fee of .1875% of the Stated Amount of each Letter of Credit payable on the date of issuance of such Letter of Credit.

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ARTICLE IV

CERTAIN LIBO RATE AND OTHER PROVISIONS

SECTION 4.1.    LIBO Rate Lending Unlawful.    If any Lender shall determine (which determination shall, upon notice thereof to the Borrower and the Administrative Agent, be prima facie evidence thereof and shall be binding on the Borrower, absent manifest error) that the introduction of or any change in or in the interpretation of any law after the Closing Date makes it unlawful, or any Governmental Authority asserts that it is unlawful, for such Lender to make or continue any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue or convert any such LIBO Rate Loan shall, upon such determination, forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBO Rate Loans payable to such Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

SECTION 4.2.    Deposits Unavailable.    If the Administrative Agent shall have determined that

(a) Dollar deposits in the relevant amount and for the relevant Interest Period are not available to it in its relevant market; or

(b) by reason of circumstances affecting its relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate Loans;

then, upon notice from the Administrative Agent to the Borrower and the Lenders, the obligations of all Lenders under Section 2.3 and Section 2.4 to make or continue any Loans as, or to convert any Loans into, LIBO Rate Loans shall forthwith be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

SECTION 4.3.    Increased LIBO Rate Loan Costs, etc.    The Borrower agrees to reimburse each Lender and Issuer for any increase in the cost to such Lender or Issuer of, or any reduction in the amount of any sum receivable by such Secured Party in respect of, such Secured Party’s Commitments and the making of Credit Extensions hereunder related to the making, continuing or maintaining (or of its obligation to make or continue any Loans as, or of converting (or of its obligation to convert) any Loans into, LIBO Rate Loans) that arise in connection with any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase–in after the Closing Date of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any Governmental Authority, except for such changes with respect to increased capital costs and Taxes which are governed by Sections 4.5 and 4.6, respectively. Each affected Secured Party shall promptly notify the Administrative Agent and the Borrower in writing of the occurrence of any such event, stating the reasons therefor and the additional amount required fully to compensate such Secured Party for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrower directly to such Secured Party within five days of its receipt of such notice, and such notice shall be prima facie evidence thereof and shall be binding upon the Borrower, absent manifest error.

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SECTION 4.4.    Funding Losses.    In the event any Lender shall incur any actual loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to make or continue any portion of the principal amount of any Loan as, or to convert any portion of the principal amount of any Loan into, a LIBO Rate Loan) as a result of

(a) any conversion or repayment or prepayment of the principal amount of any LIBO Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Article III or otherwise;

(b) any Loans not being made as LIBO Rate Loans in accordance with the Borrowing Request therefor; or

(c) any Loans not being continued as, or converted into, LIBO Rate Loans in accordance with the Continuation/Conversion Notice therefor;

then, upon the written notice of such Lender to the Borrower (with a copy to the Administrative Agent), the Borrower shall, within five days of its receipt thereof, pay directly to such Lender such amount as will (in the reasonable determination of such Lender) reimburse such Lender for such loss or expense. Such written notice shall be prima facie evidence thereof and shall be binding upon the Borrower absent manifest error.

SECTION 4.5.    Increased Capital Costs.    If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase–in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any Governmental Authority after the Closing Date affects or would affect the amount of capital required or expected to be maintained by any Secured Party or any Person controlling such Secured Party, and such Secured Party determines (in good faith but in its sole and absolute discretion) that as a result thereof the rate of return on its or such controlling Person’s capital as a consequence of the Commitments or the Credit Extensions made, or the Letters of Credit participated in, by such Secured Party is reduced to a level below that which such Secured Party or such controlling Person could have achieved but for the occurrence of any such circumstance, then upon notice from time to time by such Secured Party to the Borrower, the Borrower shall within five days following receipt of such notice pay directly to such Secured Party additional amounts sufficient to compensate such Secured Party or such controlling Person for such reduction in rate of return. A statement of such Secured Party as to any such additional amount or amounts shall be prima facie evidence thereof and shall be binding upon the Borrower absent manifest error. In determining such amount, such Secured Party may use any method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable.

SECTION 4.6.    Taxes.    The Borrower covenants and agrees as follows with respect to Taxes.

(a) Any and all payments by the Borrower under each Loan Document shall be made without setoff, counterclaim or other defense, and free and clear of, and without deduction or withholding for or on account of, any Taxes. In the event that any Taxes are

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imposed and required to be deducted or withheld from any payment required to be made by any Obligor to or on behalf of any Secured Party under any Loan Document, then:

(i) subject to clause (f), if such Taxes are Non-Excluded Taxes, the amount of such payment shall be increased as may be necessary so that such payment is made, after withholding or deduction for or on account of such Taxes, in an amount that is not less than the amount provided for in such Loan Document; and

(ii) the Borrower shall withhold the full amount of such Taxes from such payment (as increased pursuant to clause (a)(i)) and shall pay such amount to the Governmental Authority imposing such Taxes in accordance with applicable law.

(b) In addition, the Borrower shall pay all Other Taxes imposed to the relevant Governmental Authority imposing such Other Taxes in accordance with applicable law.

(c) As promptly as practicable after the payment of any Taxes or Other Taxes, and in any event within 45 days of any such payment being due, the Borrower shall furnish to the Administrative Agent a copy of an official receipt (or a certified copy thereof) evidencing the payment of such Taxes or Other Taxes. The Administrative Agent shall make copies thereof available to any Lender upon request therefor.

(d) Subject to clause (f), the Borrower shall indemnify each Secured Party for any Non-Excluded Taxes and Other Taxes levied, imposed or assessed on (and whether or not paid directly by) such Secured Party whether or not such Non-Excluded Taxes or Other Taxes are correctly or legally asserted by the relevant Governmental Authority. Promptly upon having knowledge that any such Non-Excluded Taxes or Other Taxes have been levied, imposed or assessed, and promptly upon notice thereof by any Secured Party, the Borrower shall pay such Non-Excluded Taxes or Other Taxes directly to the relevant Governmental Authority (provided, however, that no Secured Party shall be under any obligation to provide any such notice to the Borrower). In addition, the Borrower shall indemnify each Secured Party for any incremental Taxes that may become payable by such Secured Party as a result of any failure of the Borrower to pay any Taxes when due to the appropriate Governmental Authority or to deliver to the Administrative Agent, pursuant to clause (c), documentation evidencing the payment of Taxes or Other Taxes. With respect to indemnification for Non-Excluded Taxes and Other Taxes actually paid by any Secured Party or the indemnification provided in this clause, such indemnification shall be made within 30 days after the date such Secured Party makes written demand therefor. The Borrower acknowledges that any payment made to any Secured Party or to any Governmental Authority in respect of the indemnification obligations of the Borrower provided in this clause shall constitute a payment in respect of which the provisions of clause (a) and this clause shall apply.

(e) Each Non-U.S. Lender, on or prior to the date on which such Non-U.S. Lender becomes a Lender hereunder (and from time to time thereafter upon the request of the Borrower or the Administrative Agent, but only for so long as such Non-U.S. Lender is legally entitled to do so), shall deliver to the Borrower and the Administrative Agent

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either (i) two duly completed copies of either (x) Internal Revenue Service Form W–8BEN claiming eligibility of the Non-U.S. Lender for benefits of an income tax treaty to which the United States is a party or (y) Internal Revenue Service Form W-8ECI, or in either case an applicable successor form, (ii) in the case of a Non-U.S. Lender that is not legally entitled to deliver either form listed in clause (e)(i), (x) a certificate to the effect that such Non-U.S. Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code (referred to as an “Exemption Certificate”) and (y) two duly completed copies of Internal Revenue Service Form W-8BEN or applicable successor form or (iii) in the case of a Non-U.S. Lender that is not legally entitled to deliver the forms listed in clauses (e)(i) or (e)(ii) above, but is entitled to an exemption from withholding taxes, Form W-8IMY or another applicable form.

(f) The Borrower shall not be obligated to pay any additional amounts to any Lender pursuant to clause (a)(i), or to indemnify any Lender pursuant to clause (d), in respect of United States federal withholding taxes to the extent imposed as a result of (i) the failure of such Lender to deliver to the Borrower the form or forms and/or an Exemption Certificate, as applicable to such Lender, pursuant to clause (e), (ii) such form or forms and/or Exemption Certificate not establishing a complete exemption from U.S. federal withholding tax or the information or certifications made therein by the Lender being untrue or inaccurate on the date delivered in any material respect, or (iii) the Lender designating a successor lending office at which it maintains its Loans which has the effect of causing such Lender to become obligated for tax payments in excess of those in effect immediately prior to such designation; provided, however, that the Borrower shall be obligated to pay additional amounts to any such Lender pursuant to clause (a)(i), and to indemnify any such Lender pursuant to clause (d), in respect of United States federal withholding taxes if (i) any such failure to deliver a form or forms or an Exemption Certificate or the failure of such form or forms or Exemption Certificate to establish a complete exemption from U.S. federal withholding tax or inaccuracy or untruth contained therein resulted from a change in any applicable statute, treaty, regulation or other applicable law or any interpretation of any of the foregoing occurring after the Closing Date, which change rendered such Lender no longer legally entitled to deliver such form or forms or Exemption Certificate or otherwise ineligible for a complete exemption from U.S. federal withholding tax, or rendered the information or certifications made in such form or forms or Exemption Certificate untrue or inaccurate in a material respect, (ii) the redesignation of the Lender’s lending office was made at the request of the Borrower or (iii) the obligation to pay any additional amounts to any such Lender pursuant to clause (a)(i) or to indemnify any such Lender pursuant to clause (d) is with respect to an assignee Lender that becomes an assignee Lender as a result of an assignment made at the request of the Borrower.

SECTION 4.7.    Payments, Computations, etc.    Unless otherwise expressly provided in a Loan Document, all payments by the Borrower pursuant to each Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Secured Parties entitled to receive such payment. All payments shall be made without setoff, deduction or

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counterclaim not later than 12:30 p.m. on the date due in same day or immediately available funds to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Secured Party its share, if any, of such payments received by the Administrative Agent for the account of such Secured Party. All interest (including interest on LIBO Rate Loans) and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan (calculated at other than the Federal Funds Rate), 365 days or, if appropriate, 366 days). Payments due on other than a Business Day shall (except as otherwise required by clause (c) of the definition of “Interest Period”) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees in connection with that payment. The Borrower, the Lenders and the Agents hereby agree that in the event any payment is made by the Borrower or any other Obligor which is less than the Obligations then due, such payment will be applied upon receipt as follows:

(a) first, to the payment of all Obligations owing to the Administrative Agent, in its capacity as the Administrative Agent (including the fees and expenses of counsel to the Administrative Agent),

(b) second, after payment in full in cash of the amounts specified in clause (a), to the ratable payment of all interest and fees owing with respect to the Credit Extensions and all costs and expenses owing to the Secured Parties pursuant to the terms of this Agreement, until paid in full in cash,

(c) third, after payment in full in cash of the amounts specified in clauses (a) and (b), to the ratable payment of the principal amount of the Loans then outstanding, amounts owing to Secured Parties under Rate Protection Agreements, the aggregate Reimbursement Obligations then owing and Cash Collateralization for contingent liabilities under Letter of Credit Outstandings,

(d) fourth, after payment in full in cash of the amounts specified in clauses (a) through (c), to the ratable payment of all other Obligations owing to the Secured Parties, and

(e) fifth, after payment in full in cash of the amounts specified in clauses (a) through (d), and following the Termination Date, to the Borrower or each applicable Guarantor or any other Person lawfully entitled to receive such surplus.

For purposes of this Agreement, the “credit exposure” at any time of any Secured Party with respect to a Rate Protection Agreement to which such Secured Party is a party shall be determined at such time in accordance with the customary methods of calculating credit exposure under similar arrangements by the counterparty to such arrangements, taking into account potential interest rate movements and the respective termination provisions and notional principal amount and term of such Rate Protection Agreement.

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SECTION 4.8.    Sharing of Payments.    If any Secured Party shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Credit Extension or Reimbursement Obligation (other than pursuant to the terms of Sections 4.3, 4.4, 4.5 or 4.6) in excess of its pro rata share of payments obtained by all Secured Parties, such Secured Party shall purchase from the other Secured Parties such participations in Credit Extensions made by them as shall be necessary to cause such purchasing Secured Party to share the excess payment or other recovery ratably (to the extent such other Secured Parties were entitled to receive a portion of such payment or recovery) with each of them; provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Secured Party, the purchase shall be rescinded and each Secured Party which has sold a participation to the purchasing Secured Party shall repay to the purchasing Secured Party the purchase price to the ratable extent of such recovery together with an amount equal to such selling Secured Party’s ratable share (according to the proportion of (a) the amount of such selling Secured Party’s required repayment to the purchasing Secured Party to (b) total amount so recovered from the purchasing Secured Party) of any interest or other amount paid or payable by the purchasing Secured Party in respect of the total amount so recovered. The Borrower agrees that any Secured Party purchasing a participation from another Secured Party pursuant to this Section may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to Section 4.9) with respect to such participation as fully as if such Secured Party were the direct creditor of the Borrower in the amount of such participation. If under any applicable bankruptcy, insolvency or other similar law any Secured Party receives a secured claim in lieu of a setoff to which this Section applies, such Secured Party shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Secured Parties entitled under this Section to share in the benefits of any recovery on such secured claim.

SECTION 4.9     Setoff.    Each Secured Party shall, upon the occurrence and during the continuance of any Default described in clauses (a) through (d) of Section 8.1.9 of the Parent or the Borrower or, with the consent of the Required Lenders, upon the occurrence and during the continuance of any other Event of Default, have the right to appropriate and apply to the payment of the Obligations owing to it (whether or not then due), and (as security for such Obligations) the Borrower and the Parent hereby grant to each Secured Party a continuing security interest in, any and all balances, credits, deposits, accounts or moneys of the Borrower and the Parent then or thereafter maintained with such Secured Party; provided, however, that any such appropriation and application shall be subject to the provisions of Section 4.8. Each Secured Party agrees promptly to notify the Borrower or the Parent, as applicable and the Administrative Agent after any such setoff and application made by such Secured Party; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Secured Party under this Section are in addition to other rights and remedies (including other rights of setoff under applicable law or otherwise) which such Secured Party may have.

SECTION 4.10.    Mitigation.    Each Lender agrees that if it makes any demand for payment under Sections 4.3, 4.5 or 4.6, it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, as determined in its sole discretion) to designate a different lending office

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if the making of such a designation would reduce or obviate the need for the Borrower to make payments under Section 4.3, 4.5 or 4.6.

ARTICLE V

CONDITIONS TO CREDIT EXTENSIONS

SECTION 5.1.    Initial Credit Extension.    The obligations of the Lenders and, if applicable, the Issuer to fund the initial Credit Extension shall be subject to the prior or concurrent satisfaction of each of the conditions precedent set forth in this Article.

SECTION 5.1.1.    Resolutions, etc.    The Agents shall have received from each Obligor, as applicable, (i) a copy of a good standing certificate, dated a date reasonably close to the Closing Date, for each such Obligor and (ii) a certificate, dated the Closing Date, duly executed and delivered by such Obligor’s Secretary or Assistant Secretary, managing member or general partner, as applicable, as to

(a) resolutions of each such Obligor’s Board of Directors (or other managing body, in the case of an Obligor which is not a corporation) then in full force and effect authorizing, to the extent relevant, the execution, delivery and performance of each Loan Document to be executed by such Obligor and the transactions contemplated hereby and thereby;

(b) the incumbency and signatures of those officers, managing members or general partners, as applicable, authorized to act on behalf of such Obligor with respect to each Loan Document to be executed and delivered by such Obligor; and

(c) the full force and validity of each Organic Document of such Obligor and copies thereof.

Each Agent, Lender and Secured Party may conclusively rely upon such certificates until it shall have received a further certificate of the Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.

SECTION 5.1.2.    Closing Date Certificate.    The Agents shall have received the Closing Date Certificate, dated the Closing Date, duly executed and delivered by an Authorized Officer of each of the Parent and the Borrower, in which certificate the Borrower and the Parent shall agree, acknowledge and certify that the statements made therein are true and correct representations and warranties of the Borrower and the Parent as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct. All documents and agreements required to be appended to the Closing Date Certificate shall be in form and substance satisfactory to the Lead Arrangers.

SECTION 5.1.3.    Consummation of Transactions.

(a) The Agents shall have received evidence reasonably satisfactory to them that all actions necessary to consummate the Refinancing (including an acknowledgment, reasonably acceptable to the Lead Arrangers, from the holders of the Affiliate

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Subordinated Debt that no prepayment premium is due and payable) and the other Transactions shall have been consummated in accordance with all applicable laws, and all Liens securing payment of any Indebtedness to be repaid in connection with the Refinancing have been released and appropriate payoff letters executed and delivered, and the Administrative Agent shall have received appropriate payoff letters and all UCC Form UCC–3 termination statements or other instruments as may be suitable or appropriate in connection therewith.

(b) The 8 ⁵/8% Subordinated Note Issuance shall have been consummated on terms and conditions reasonably satisfactory to the Lead Arrangers (including as to subordination provisions and events of default), and the Borrower shall have received not less than $300,000,000 in gross cash proceeds as a result of such issuance. The Lead Arrangers shall be reasonably satisfied with the terms and conditions of all documentation related to the 8 ⁵/8% Subordinated Noted Issuance, including the 8 ⁵/8% Subordinated Notes and the 8 ⁵/8% Subordinated Note Indenture.

(c) In addition to, and not in limitation of, the foregoing, the Lead Arrangers shall be reasonably satisfied with (i) the final structure of the Transactions, including the Refinancing and the 8 ⁵/8% Subordinated Note Issuance, (ii) the sources and uses of the proceeds used to effect the Refinancing and to consummate the other Transactions (and the Lead Arrangers shall have received from the Borrower a detailed statement of sources and uses giving effect to the consummation of the Transactions, reasonably satisfactory to the Lead Arrangers), (iii) the terms and conditions of the documents relating to the consummation of the Transactions and (iv) the corporate and legal structure and the terms and conditions of the capitalization of the Borrower and each of the Guarantors.

SECTION 5.1.4.    Closing Fees, Expenses, etc.    The Agents shall have received for their own account, or for the account of each Lender, as the case may be, all fees, costs and expenses due and payable pursuant to Section 3.3 and, if then invoiced, Section 11.3, including all amounts payable under or pursuant to the Commitment Letter or the Fee Letter.

SECTION 5.1.5.    Financial Information, etc.    The Agents shall have received,

(a) audited consolidated financial statements of the Parent and its Subsidiaries as at December 31, 2001, December 31, 2000 and December 31, 1999; and

(b) unaudited consolidated balance sheets of the Parent and its Subsidiaries as at the end of each Fiscal Quarter subsequent to December 31, 2000 but prior to the Closing Date and consolidated statements of income and cash flow of the Parent and its Subsidiaries for each such Fiscal Quarter, together with forecasts prepared by management of the Parent, in a form reasonably satisfactory to the Lead Arrangers, of balance sheets, income statements and cash flow statements on a quarterly basis for the first year following the Closing Date and on an annual basis for each year thereafter through the Stated Maturity Date, certified (except as to forecasts and projections) as complete and correct in all material respects as of the periods covered thereby by the treasurer, chief financial or accounting Authorized Officer of the Parent; and

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(c) a pro forma consolidated balance sheet of the Parent and its Subsidiaries, as of the Closing Date certified as complete and correct in all material respects by the treasurer, chief financial or accounting Authorized Officer of the Parent, giving effect to the consummation of the Refinancing and the Transactions and all the transactions contemplated by this Agreement, which shall be reasonably satisfactory to the Lead Arranger.

SECTION 5.1.6.    Compliance Certificate.    The Borrower shall have prepared and delivered to the Agents, an initial Compliance Certificate, prepared on a pro forma basis as if the Refinancing had been consummated, the initial Credit Extension had been made hereunder and the 8 ⁵/8% Subordinated Note Issuance had occurred as of December 31, 2001, duly executed (and with all schedules thereto duly completed) and delivered by the treasurer, chief financial or accounting Authorized Officer of the Parent.

SECTION 5.1.7.    Opinions of Counsel.    The Agents shall have received opinions, dated the Closing Date and addressed to the Agents and all Lenders, from

(a) Holme Roberts & Owen LLP, New York and Colorado counsel to the Obligors, in form and substance reasonably satisfactory to the Administrative Agent; and

(b) local counsel to the Obligors in Delaware, New Hampshire, Illinois, North Carolina, Arkansas, California, Colorado, Tennessee, Michigan, Indiana, South Dakota, Wisconsin, Georgia, Oregon and Virginia, in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

SECTION 5.1.8.    Subsidiary Guaranty.    The Administrative Agent shall have received the Subsidiary Guaranty, dated as of the Closing Date, duly executed and delivered by an Authorized Officer of each Subsidiary Guarantor.

SECTION 5.1.9.    Pledge and Security Agreement.    The Agents shall have received, the Pledge and Security Agreement, dated as of the Closing Date, duly executed by the Borrower and each Guarantor, together with

(a) certificates evidencing all of the issued and outstanding Capital Securities owned by the Parent, the Borrower and each Subsidiary Guarantor in the Borrower and each Subsidiary Guarantor and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary of the Parent directly owned by the Parent, the Borrower and each Subsidiary Guarantor, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, if any Capital Securities are uncertificated Capital Securities, confirmation and evidence satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities;

(b) Filing Statements naming the Borrower and each Guarantor as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the opinion of the

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Administrative Agent, desirable to perfect the security interests of the Administrative Agent pursuant to such Security Agreement;

(c) proper payoff letters and UCC Form UCC–3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any collateral described in the Pledge and Security Agreement previously granted by any Person, and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule, together with such other UCC Form UCC–3 termination statements related thereto as the Administrative Agent may reasonably request from such Obligors;

(d) certified copies of UCC Requests for Information or Copies (Form UCC–11), or a similar search report certified by a party acceptable to the Administrative Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name the Borrower or any Guarantor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which, except as set forth in paragraph (c) and otherwise allowed hereunder, shall cover any collateral described in any Loan Document).

The Agents and their counsel shall be satisfied that (i) the Lien granted to the Administrative Agent, for the benefit of the Secured Parties in the collateral described above is a first priority (or local equivalent thereof) security interest; and (ii) no Lien exists on any of the collateral described above other than the Lien created in favor of the Administrative Agent, for the benefit of the Secured Parties, pursuant to a Loan Document (subject to Liens permitted under Section 7.2.2).

SECTION 5.1.10.    Intellectual Property Security Agreements.    The Agents shall have received each Patent Security Agreement, Copyright Security Agreement and Trademark Security Agreement, as applicable, each dated as of the Closing Date, duly executed and delivered by each Obligor that has delivered a Security Agreement and owns any intellectual property.

SECTION 5.1.11.    Filing Agent, etc.    All Uniform Commercial Code financing statements or other similar financing statements and Uniform Commercial Code (Form UCC–3) termination statements required pursuant to the Loan Documents (collectively, the “Filing Statements”) shall have been delivered to CT Corporation System or another similar filing service company acceptable to the Administrative Agent (the “Filing Agent”) on behalf of the Administrative Agent. The Filing Agent shall have acknowledged in a writing satisfactory to the Administrative Agent and its counsel (i) the Filing Agent’s receipt of all Filing Statements, (ii) that the Filing Statements have either been submitted for filing in the appropriate filing offices or will be submitted for filing in the appropriate offices within ten days following the Closing Date and (iii) that the Filing Agent will notify the Administrative Agent and its counsel of the results of such submissions within 30 days following the Closing Date.

SECTION 5.1.12.    Mortgage.    The Agents shall have received each Mortgage, dated as of the Closing Date, duly executed and delivered by the applicable Obligor, together with

(a) evidence of the completion (or reasonably satisfactory arrangements for the completion) of all recordings and filings of each Mortgage as may be necessary or, in the

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opinion of the Lead Arrangers, desirable to create a valid, perfected first priority Lien, subject to Section 7.2.3, against the properties purported to be covered thereby;

(b) mortgagee’s title insurance policies in favor of the Administrative Agent for the benefit of the Secured Parties in form and substance and issued by insurers, satisfactory to the Lead Arrangers, with respect to the property set forth on Schedule III in the amounts set forth thereon, insuring that title to such property is marketable and that the interests created by each Mortgage on such property constitute valid first Liens thereon free and clear of all defects and encumbrances other than as approved by the Lead Arrangers and, if required by the Lead Arrangers and if available, revolving credit endorsement, comprehensive endorsement, variable rate endorsement, access and utilities endorsements, mechanic’s lien endorsement and such other endorsements as the Lead Arrangers shall reasonably request and shall be accompanied by evidence of the payment in full of all premiums thereon; and

(c) such other approvals, opinions, or documents as the Lead Arrangers may reasonably request in form and substance satisfactory to the Lead Arrangers.

SECTION 5.1.13.    Insurance.    The Agents shall have received, certificates of insurance evidencing insurance policies, from one or more insurance companies reasonably satisfactory to the Lead Arrangers, evidencing coverage required to be maintained pursuant to Section 7.1.4 and each other Loan Document.

SECTION 5.1.14.    Delivery of Notes.    The Agents shall have received, for the account of each Lender that has requested a Note, such Lender’s Notes duly executed and delivered by an Authorized Officer of the Borrower.

SECTION 5.1.15.    Litigation, etc.    There shall exist no action, suit, investigation, litigation or proceeding pending or, to the Borrower’s knowledge, overtly threatened in any court or before any arbitrator or Governmental Authority that if determined adversely to the Parent or any of its Subsidiaries (i) could reasonably be expected to have a Material Adverse Effect or (ii) could reasonably be expected to materially adversely affect the Refinancing.

SECTION 5.1.16.    Governmental Approvals.    All governmental and third party consents and approvals necessary as of the Closing Date to be obtained by the Borrower or a Guarantor in connection with the Refinancing or any other Transaction, or this Agreement or any other Loan Document, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lead Arrangers in their reasonable judgment) and shall remain in effect, all applicable waiting periods, if any, shall have expired without any adverse action being taken by any competent authority, and no law or regulation shall be applicable in the judgment of the Lead Arrangers that restrains, prevents or imposes materially adverse conditions upon the Transactions.

SECTION 5.1.17.    Due Diligence.    The Lead Arrangers shall have completed a due diligence investigation of the Parent and its Subsidiaries in scope, and with results, reasonably satisfactory to the Lead Arrangers and shall have been given such access to the management, records, books of account, contracts and properties of the Parent and its Subsidiaries and shall

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have received such financial, business and other information regarding each of the foregoing Persons as they shall have requested, including information as to possible Contingent Liabilities, tax matters, collective bargaining agreements and other arrangements with employees and the annual financial statements delivered hereunder.

SECTION 5.1.18.    Debt Ratings.    The Borrower shall have obtained ratings on the Loans (giving pro forma effect to the Refinancing and the other Transactions) from S&P and Moody’s, which shall be at least BB from S&P and Ba3 from Moody’s.

SECTION 5.1.19.    Satisfactory Legal Form.    All documents executed or submitted pursuant to this Agreement or any other Loan Document by or on behalf of any Obligor shall be reasonably satisfactory in form and substance to the Lead Arrangers and their counsel, and the Lead Arrangers and their counsel shall have received all additional information, approvals, opinions, documents or instruments in connection herewith and the transactions contemplated in connection herewith as the Lead Arrangers or their counsel may reasonably request.

SECTION 5.2.    All Credit Extensions.    The obligation of each Lender and each Issuer to make any Credit Extension shall be subject to and the satisfaction of each of the conditions precedent set forth below.

SECTION 5.2.1.    Compliance with Warranties, No Default, etc.    Both before and after giving effect to any Credit Extension (but, if any Default of the nature referred to in Section 8.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds thereof) the following statements shall be true and correct:

(a) the representations and warranties set forth in this Agreement and each other Loan Document which are Qualified By Materiality shall, in each case, be true and correct, and the representations and warranties set forth in this Agreement and each other Loan Agreement which are not Qualified By Materiality shall, in each case, be true and correct in all material respects, in both cases with the same effect as if then made (unless the facts on which such representations and warranties are based have been changed by transactions or circumstances permitted by the Loan Documents or unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and

(b) no Default shall have then occurred and be continuing.

SECTION 5.2.2.    Credit Extension Request, etc.    Subject to Section 2.3.2, the Administrative Agent shall have received a Borrowing Request if Loans are being requested, or an Issuance Request if a Letter of Credit is being requested or extended. Each of the delivery of a Borrowing Request or Issuance Request and the acceptance by the Borrower of the proceeds or other benefits of such Credit Extension shall constitute a representation and warranty by the Borrower that on the date of such Credit Extension (both immediately before and after giving effect to such Credit Extension and the application of the proceeds thereof) the statements made in Section 5.2.1 are true and correct.

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ARTICLE VI

REPRESENTATIONS AND WARRANTIES

In order to induce the Secured Parties to enter into this Agreement and to make Credit Extensions hereunder, the Parent and the Borrower represent and warrant to each Secured Party as set forth in this Article.

SECTION 6.1.    Organization, etc.    Each Obligor is (i) validly organized and existing and in good standing under the laws of the state or jurisdiction of its incorporation or organization, (ii) is duly qualified to do business and is in good standing as a foreign entity in each jurisdiction where the nature of its business requires such qualification except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and (iii) has full power and authority and holds all requisite governmental licenses, permits and other approvals to enter into and perform its Obligations under each Loan Document to which it is a party, to own and hold under lease its property and to conduct its business substantially as currently conducted by it except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

SECTION 6.2.    Due Authorization, Non-Contravention, etc.    The execution, delivery and performance by each Obligor of each Loan Document executed or to be executed by it, each Obligor’s participation in the consummation of all aspects of the Transactions, and the execution, delivery and performance by the Borrower or (if applicable) any Obligor of the agreements executed and delivered by it in connection with the Transactions are in each case within such Person’s powers, have been duly authorized by all necessary action, and do not

(a) contravene any (i) Obligor’s Organic Documents, (ii) or result in a default under any contractual restriction binding on or affecting any Obligor except where such contravention or default could not reasonably be expected to have a Material Adverse Effect, (iii) court decree or order binding on or affecting any Obligor or (iv) law or governmental regulation binding on or affecting any Obligor except where such contravention could not reasonably be expected to have a Material Adverse Effect; or

(b) result in, or require the creation or imposition of, any Lien on any Obligor’s properties (except as permitted by this Agreement).

SECTION 6.3.    Government Approval, Regulation, etc.    No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person (other than those that have been, or on the Closing Date will be, duly obtained or made and which are, or on the Closing Date will be, in full force and effect) is required for the due execution, delivery or performance by any Obligor of any Loan Document to which it is a party or the consummation of the Transactions. Neither the Parent nor any of its Subsidiaries is an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or a “holding company”, or a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company”, within the meaning of the Public Utility Holding Company Act of 1935, as amended.

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SECTION 6.4.    Validity, etc.    Each Loan Document to which any Obligor is a party constitutes the legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with their respective terms (except, in any case, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by principles of equity).

SECTION 6.5.    Financial Information.    The financial statements of the Parent and its Subsidiaries furnished to the Administrative Agent and each Lender pursuant to Section 5.1.5 (other than forecasts and projections) have been prepared in accordance with GAAP consistently applied, and present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods then ended. All balance sheets, all statements of income and of cash flow and all other financial information of each of the Parent and its Subsidiaries furnished pursuant to Section 7.1.1 have been and will for periods following the Closing Date be prepared in accordance with GAAP consistently applied with the financial statements delivered pursuant to Section 5.1.5, and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods then ended.

SECTION 6.6.    No Material Adverse Change, etc.    No Material Adverse Effect has occurred since December 31, 2001. The Borrower, the Parent and each other Guarantor, taken as a whole on a consolidated basis, are Solvent.

SECTION 6.7.    Litigation, Labor Controversies, etc.    There is no pending or, to the knowledge of the Parent or any of its Subsidiaries, threatened action, suit, investigation, litigation or proceeding or labor controversy (i) except as disclosed in Item 6.7 of the Disclosure Schedule, affecting the Parent, any of its Subsidiaries or any other Obligor, or any of their respective properties, businesses, assets or revenues, which, if determined adversely to the Parent or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect, and no material adverse development has occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding disclosed in Item 6.7, or (ii) which, if determined adversely to the Parent or any of its Subsidiaries could reasonably be expected to affect the legality, validity or enforceability of any Loan Document or the Transactions.

SECTION 6.8.    Subsidiaries.    The Parent has no Subsidiaries, except those Subsidiaries which are identified in Item 6.8 of the Disclosure Schedule, or which are permitted to have been organized or acquired in accordance with Sections 7.2.5 or 7.2.10. Subject to the effect of any transactions permitted by, and consummated pursuant to, Sections 7.2.10 or 7.2.11, the Parent owns, directly or indirectly, beneficially and of record, 100% of all issued and outstanding shares of Capital Securities of GPH and the Borrower.

SECTION 6.9.    Ownership of Properties.    The Parent and each of its Subsidiaries owns (i) in the case of owned real property, good and valid fee title to, and (ii) in the case of owned personal property, good and valid title to, or, in the case of leased real or personal property, valid and enforceable leasehold interests (as the case may be) in, all of its properties and assets, real and personal, tangible and intangible, of any nature whatsoever, free and clear in each case of all Liens or claims, except for Liens and title conditions permitted pursuant to Section 7.2.3.

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SECTION 6.10.    Taxes.    The Parent and each of its Subsidiaries has filed all tax returns and reports required by law to have been filed by it and has paid all Taxes thereby shown to be due and owing, except any such Taxes which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books.

SECTION 6.11.    Pension and Welfare Plans.    During the twelve-consecutive-month period prior to the Closing Date and prior to the date of any Credit Extension hereunder, no steps have been taken to terminate any Pension Plan, and no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA. No condition exists or event or transaction has occurred with respect to any Pension Plan which might result in the incurrence by the Parent or any member of the Controlled Group of any material liability, fine or penalty. Except as disclosed in Item 6.11 of the Disclosure Schedule, neither the Parent nor any member of the Controlled Group has any Contingent Liability with respect to any post-retirement benefit under a Welfare Plan, other than liability for continuation coverage described in Part 6 of Title I of ERISA.

SECTION 6.12.    Environmental Warranties.    Except as set forth in Item 6.12 of the Disclosure Schedule, the following statements are true and correct:

(a) All facilities and property owned or leased by the Parent or any of its Subsidiaries are in compliance with all Environmental Laws, except for noncompliance that could not reasonably be expected to have a Material Adverse Effect.

(b) Except for the ones that would not reasonably be expected to have a Material Adverse Effect, there are no pending or, to the knowledge of the Borrower (after due inquiry), threatened (i) claims, complaints, notices or requests for information received by the Parent or any of its Subsidiaries with respect to any alleged violation of any Environmental Law, or (ii) complaints, notices or inquiries to the Parent or any of its Subsidiaries regarding potential liability under any Environmental Law, except, in each case, as could not reasonably be expected to result in a Material Adverse Effect.

(c) There are no Releases of Hazardous Materials at, on or under any property owned or leased by the Parent or any of its Subsidiaries or, to the knowledge of the Borrower (after due inquiry) previously owned or leased by the Parent or any of its Subsidiaries, that resulted in, or could reasonably be expected to result in, a Material Adverse Effect.

(d) The Parent and its Subsidiaries possess, and are in compliance with, all permits, certificates, approvals, licenses and other authorizations relating to environmental matters, except as could not reasonably be expected to result in a Material Adverse Effect.

(e) No property now owned or leased by the Parent or any of its Subsidiaries is listed or proposed for listing (with respect to owned property only) on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites

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requiring investigation or clean-up, except as could not reasonably be expected to result in a Material Adverse Effect.

(f) There are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any property now owned or leased by the Parent or any of its Subsidiaries that, singly or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

(g) Neither the Parent nor any of its Subsidiaries has directly transported or arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of federal, state or local enforcement actions or other investigations which has lead to a claim against the Parent or such Subsidiary for any remedial work, damage to natural resources, personal injury or other liability for damage to the environment or violation of Environmental Laws, including claims under CECLA, which could reasonably be expected to result in a Material Adverse Effect.

(h) There are no polychlorinated biphenyls or friable asbestos present at any property now owned or leased by the Parent or any of its Subsidiaries that, singly or in the aggregate, resulted in, or could reasonably be expected to result in, a Material Adverse Effect.

(i) There has been no adverse development with respect to the environmental condition of the Parent and its Subsidiaries, taken as a whole, since the environmental reports produced by Environmental Resource Management for the Parent, dated December 1999 and January 2000, which could reasonably be expected to result in a Material Adverse Effect.

SECTION 6.13.    Accuracy of Information.    None of the factual information (other than projections) heretofore or contemporaneously furnished in writing to any Secured Party by or on behalf of any Obligor (including information contained in the Confidential Information Memorandum, dated January 2002, prepared by the Borrower in connection with credit facilities and Commitments provided hereunder) in connection with this Agreement, any other Loan Document, any Loan or other Credit Extension contemplated hereunder or any transaction contemplated hereby or in connection herewith (including the Transactions) taken as a whole, contains any untrue statement of a material fact, or omits to state any material fact necessary to make any such information not misleading in any material respect as of the date such information is delivered, dated or certified.

SECTION 6.14.     Regulations T, U and X.     No Obligor is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of any Credit Extensions will be used to purchase or carry margin stock or otherwise for a purpose which violates, or would be inconsistent with, F.R.S. Board Regulation T, Regulation U or Regulation X. Terms for which meanings are provided in F.R.S. Board Regulation T, Regulation U or Regulation X or any regulations substituted therefor, as from time to time in effect, are used in this Section with such meanings.

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SECTION 6.15.    Issuance of 8^5/8% Subordinated Notes; Status of Obligations as Senior Indebtedness, etc.    The Borrower has the power and authority to issue the 8^5/8% Subordinated Notes and has duly authorized, executed and delivered the 8^5/8% Subordinated Notes and all other Sub Debt Documents applicable to the 8^5/8% Subordinated Note Issuance. Each of the 8^5/8% Subordinated Notes and such Sub Debt Documents (including the Subordination Provisions contained therein) constitute the legal, valid and binding obligations of the Borrower and each other Obligor party thereto, enforceable against the Borrower and each such Obligor, as the case may be, in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by principles of equity). The Subordination Provisions contained in or related to (i) the 8^5/8% Subordinated Notes, (ii) the Affiliate Preferred Stock and (iii) any other Subordinated Debt of the Parent, the Borrower or any of their respective Subsidiaries are enforceable against the holders thereof by (or on behalf of) the Secured Parties in respect any Obligations hereunder owed to such Secured Parties. All Obligations, including those to pay principal of and interest (including post-petition interest, whether or not allowed as a claim under bankruptcy or similar laws) on the Loans, the Reimbursement Obligations, all other Obligations arising hereunder and all fees, costs and expenses in connection therewith, constitute “Senior Indebtedness” or “Senior Debt” (or the equivalent defined term), as defined in any of the applicable Sub Debt Documents referred to above and all such Obligations are entitled to the benefits of the subordination created by the Subordination Provisions set forth in such documents and the documents and instruments related thereto. This Agreement and the other Loan Documents constitute the “Credit Agreement” (as defined in the 8^5/8% Subordinated Note Indenture and the Affiliate Preferred Stock Purchase Agreement). The Parent and the Borrower each acknowledge and agree that the Administrative Agent, each Lender, each Issuer and each other Secured Party is entering into this Agreement and the other Loan Documents to which it is a party, and is extending its Commitments, in reliance upon the effectiveness and enforceability of the Subordination Provisions of the Sub Debt Documents and the Affiliate Preferred Stock Documents.

ARTICLE VII

COVENANTS

SECTION 7.1.     Affirmative Covenants.     The Parent and the Borrower each hereby covenants and agrees, for the benefit of each Lender, each Issuer, each Agent and each other Secured Party, that until the Termination Date has occurred the Parent and the Borrower will, and will cause each of their Subsidiaries to, perform or cause to be performed the covenants and agreements set forth below.

SECTION 7.1.1.     Financial Information, Reports, Notices, etc.     The Parent or the Borrower, as applicable, will furnish the Administrative Agent copies of the following financial statements, reports, notices and information.

(a) As soon as available and in any event within 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, the Parent will provide (i) an unaudited consolidated balance sheet of the Parent and its Subsidiaries for such Fiscal Quarter, (ii) the related unaudited consolidated statements of income and cash flow of the Parent and its Subsidiaries for such Fiscal Quarter and (iii) the related consolidated statements of

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income and cash flow of the Parent and its Subsidiaries for the portion of the Parent’s Fiscal Year ended as of such Fiscal Quarter. Such financial statements shall set forth in comparative form the figures for the corresponding Fiscal Quarter and for the corresponding portion of the Parent’s immediately preceding Fiscal Year, and all such financial statements shall be certified, on behalf of the Parent as of the end of such Fiscal Quarter by its treasurer, chief financial or accounting Authorized Officer, as to completeness, accuracy, fairness of presentation and compliance and consistency with GAAP in all material respects.

(b) As soon as available and in any event within 95 days after the end of each Fiscal Year, the Parent will provide (i) a copy of the consolidated balance sheet of the Parent and its Subsidiaries, and the related consolidated statements of income and cash flow of the Parent and its Subsidiaries for such Fiscal Year, setting forth in comparative form the figures for the immediately preceding Fiscal Year, all audited (without any Impermissible Qualification) by PriceWaterhouseCoopers (or other independent public accountants acceptable to the Administrative Agent), which shall include a statement from such accountants that, in performing the examination necessary to deliver the audited financial statements of the Parent and its Subsidiaries, (including its review of the Compliance Certificate to be delivered for such Fiscal Year pursuant to clause (c) below), no knowledge was obtained of any Event of Default and (ii) an updated financial business plan for the operation of the Parent and its Subsidiaries business, including forecasts of planned Capital Expenditures and Permitted Acquisitions for the coming Fiscal Year, with updated projections showing financial covenant compliance, setting forth in detail reasonably satisfactory to the Agents the projected results of operations of the Parent and its Subsidiaries and stating underlying assumptions.

(c) Concurrently with the delivery of the financial information pursuant to clauses (a) and (b), the Parent will provide a Compliance Certificate, executed by the treasurer, chief financial or accounting Authorized Officers of each of the Borrower and the Parent, showing compliance with the financial covenants set forth in Section 7.2.4 and stating that no Default has occurred and is continuing (or, if a Default has occurred, specifying the details of such Default and the action that the Parent or the Borrower has taken or proposes to take with respect thereto).

(d) As soon as possible and in any event within five Business Days after the Borrower obtains knowledge of the occurrence of a Default, the Borrower shall deliver a statement of an Authorized Officer of the Borrower setting forth details of such Default and the action which the Borrower or such Obligor has taken and proposes to take with respect thereto.

(e) As soon as possible and in any event within five Business Days after the Parent or the Borrower obtains knowledge of (i) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Item 6.7 of the Disclosure Schedule or (ii) the commencement of any litigation, action, proceeding or labor controversy of the type and materiality described in Section 6.7, the Parent or the Borrower, as the case may be, shall deliver notice thereof

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and, to the extent the Administrative Agent requests, copies of all documentation relating thereto.

(f) Promptly after the sending or filing thereof, the Parent and the Borrower will provide copies of all reports, notices, prospectuses and registration statements which either of them or any other Obligor files with the SEC or any national securities exchange.

(g) Immediately upon either the Parent or the Borrower becoming aware of (i) the institution of any steps by any Person to terminate any Pension Plan, (ii) the failure of any Person to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA, (iii) the taking of any action (or the failure to take any action) by any Person with respect to a Pension Plan which could result in the requirement that any Obligor furnish a bond or other security to the PBGC or such Pension Plan, or (iv) the occurrence of any event with respect to any Pension Plan which could result in the incurrence by any Obligor of any material liability, fine or penalty, the Parent or the Borrower, as the case may be, will provide notice thereof and copies of all documentation relating thereto.

(h) Promptly upon receipt thereof, the Parent will provide copies of the annual report prepared by its independent public accountants in connection with its annual audit that is submitted to Parent’s or Borrower’s management and Board of Directors.

(i) Unless otherwise provided (or required to be provided) hereunder, promptly following the mailing or receipt of any notice or report delivered under the terms of any Subordinated Debt, the Parent or the Borrower, as the case may be, will provide copies of such notice or report.

(j) Following the occurrence and during the continuance of an Event of Default, at the reasonable request of the Administrative Agent, the Borrower will hire a company reasonably acceptable to the Administrative Agent to prepare environmental reports on any of real estate owned by any Obligor.

(k) The Parent or the Borrower will promptly provide (or cause any other Obligor promptly to provide) such other financial and other information as any Lender or Issuer through the Administrative Agent may from time to time reasonably request with respect to the Loan Documents or any matters covered thereby or contemplated in connection therewith (including information and reports in such detail as the Administrative Agent may request with respect to the terms of and information provided pursuant to the Compliance Certificate).

SECTION 7.1.2.     Maintenance of Existence; Compliance with Laws, etc.     The Parent and the Borrower will, and will cause each of their respective Subsidiaries to, preserve and maintain its legal existence (except as otherwise permitted by Section 7.2.10), and comply in all material respects with all applicable laws, rules, regulations and orders, including the payment (before the same become delinquent), of all Taxes, imposed upon such Person or upon their property except to the extent being diligently contested in good faith by appropriate proceedings and for which

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adequate reserves in accordance with GAAP have been set aside on the books of the Parent or its Subsidiaries, as applicable.

SECTION 7.1.3.     Maintenance of Properties.     The Parent and the Borrower will, and will cause each of their respective Subsidiaries to, maintain, preserve and protect its and their respective assets and properties, whether tangible or intangible, real or personal, and, to the extent applicable, shall keep such assets and properties in good repair, working order and condition (ordinary wear and tear excepted), and make necessary repairs, renewals and replacements so that the business carried on by such Person may be properly conducted at all times, in each case, unless the failure to do so could not reasonably be expected to have a Material Adverse Effect.

SECTION 7.1.4.     Insurance.    The Parent and the Borrower will, and will cause each of their respective Subsidiaries to (i) maintain insurance on its property with financially sound and reputable insurance companies against loss and damage in at least the amounts (and with only those deductibles) customarily maintained, and against such risks as are typically insured against in the same general area, by Persons of comparable size engaged in the same or similar business as the Parent and its Subsidiaries, and (ii) maintain all worker’s compensation, employer’s liability insurance or similar insurance as may be required under the laws of any state or jurisdiction in which it may be engaged in business. Without limiting the foregoing, all insurance policies required pursuant to this Section shall (x) name the Administrative Agent on behalf of the Secured Parties as mortgagee (in the case of property insurance) or additional insured (in the case of liability insurance), as applicable, and provide that no cancellation or modification of the policies will be made without thirty days’ prior written notice to the Administrative Agent and (y) be in addition to any requirements to maintain specific types of insurance contained in the other Loan Documents.

SECTION 7.1.5.     Books and Records.     The Parent and the Borrower will, and will cause each of their respective Subsidiaries to, keep books and records in accordance with GAAP which accurately reflect all of its business affairs and transactions and permit (i) each Agent and any of its respective representatives, and (ii) at any time during which an Event of Default is continuing, each Lender and any of its respective representatives, in each case at reasonable times and intervals upon reasonable notice to the Borrower, to visit each Obligor’s offices, to discuss such Obligor’s financial matters with its officers and employees, and its independent public accountants (and the Parent and the Borrower hereby authorize such independent public accountant to discuss each Obligor’s financial matters with each Agent and each Lender or their representatives whether or not any representative of such Obligor is present) and to examine (and photocopy extracts from) any of its books and records. The Borrower shall pay any fees of such independent public accountant incurred in connection with any Agent’s or Lender’s exercise of its rights pursuant to this Section.

SECTION 7.1.6.     Environmental Law Covenant.     The Parent and the Borrower will, and will cause each of their respective Subsidiaries to, (i) use and operate all of its and their facilities and properties in compliance with all Environmental Laws, keep all necessary permits, approvals, certificates, licenses and other authorizations relating to environmental matters in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance with all applicable Environmental Laws unless the failure to do so could not reasonably be

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expected to have a Material Adverse Effect, and (ii) promptly notify the Administrative Agent and provide copies upon request of all notices of violations, written claims or complaints that are material in nature alleging that its facilities and properties are in non-compliance with Environmental Laws, and shall promptly resolve any non-compliance with Environmental Laws and keep its property free of any Lien imposed by any Environmental Law. Nothing in this provision shall be construed to limit the ability to contest in good faith any such notices of violations, written claims or complaints.

SECTION 7.1.7.    Use of Proceeds.    The Borrower will apply the proceeds of the Credit Extensions as follows:

(a) to consummate the Refinancing;

(b) to pay fees and expenses incurred in connection with the Transactions; and

(c) for working capital and general corporate purposes of the Parent, the Borrower and the other Guarantors, including Permitted Acquisitions by such Persons.

SECTION 7.1.8.     Future Guarantors, Security, etc.     The Parent and the Borrower will, and will cause each Subsidiary Guarantor to, execute any documents, Filing Statements, agreements and instruments, and take all further action (including recording any Mortgages reasonably requested by Administrative Agent) that may be required under applicable law, or that the Agents may reasonably request, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and first priority (subject to Liens permitted by Section 7.2.3) of the Liens created or intended to be created by the Loan Documents. The Parent and the Borrower will cause any subsequently acquired or organized U.S. Subsidiary to become a party to the Subsidiary Guaranty and each applicable Loan Document in favor of the Secured Parties. In addition, from time to time, the Borrower will, at its cost and expense, promptly secure the Obligations by pledging or creating, or causing to be pledged or created, perfected Liens with respect to such of its assets and properties as the Administrative Agent or the Required Lenders shall reasonably designate, it being agreed that it is the intent of the parties that the Obligations shall be secured by, among other things, substantially all the assets of the Parent and its U.S. Subsidiaries (including real and personal property acquired subsequent to the Closing Date); provided, however, (i) that neither the Parent, the Borrower nor any Subsidiary Guarantor shall be required to pledge more than 65% of the Voting Securities of any Foreign Subsidiary and (ii) no Subject Property shall be required to be mortgaged to secure the Obligations so long as a Sale and Leaseback Transaction with respect to such Subject Property is completed within one year of the acquisition of such Subject Property. Such Liens will be created under the Loan Documents in form and substance reasonably satisfactory to the Administrative Agent, and the Borrower shall deliver or cause to be delivered to the Administrative Agent all such instruments and documents (including legal opinions, title insurance policies and landlord waivers (on real estate acquired after the Closing Date that the Lead Arrangers reasonably deem to be material) and lien searches) as the Administrative Agent shall reasonably request to evidence compliance with this Section.

SECTION 7.1.9.     Rate Protection Agreements.     The Parent and the Borrower agree that for a period of at least three years from the Closing Date, no less than 50% of the aggregate

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principal amount of all outstanding Debt for Borrowed Money of the Parent and its Subsidiaries, on a consolidated basis, shall have a fixed rate of interest or be subject to interest rate swap, cap, collar or similar arrangements designed to protect the Parent and the Borrower against fluctuations in interest rates, which arrangements shall be in form and with parties reasonably acceptable to the Lead Arrangers.

SECTION 7.2.     Negative Covenants.     The Parent and the Borrower each hereby covenant and agree with each Lender, each Issuer, each Agent and each other Secured Party that until the Termination Date has occurred the Parent and the Borrower will, and will cause each of their Subsidiaries to, perform or cause to be performed the covenants and agreements set forth below.

SECTION 7.2.1.     Business Activities.     The Parent and the Borrower will not, and will not permit any of their respective Subsidiaries to, engage in any business activity except those business activities engaged in on the date of this Agreement and activities which may be incidental, similar or reasonably related thereto.

SECTION 7.2.2.     Indebtedness.     The Parent and the Borrower will not, and will not permit any of their respective Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, other than:

(a) Indebtedness in respect of the Obligations (including Additional Term Loans when made);

(b) until the Closing Date, Indebtedness that is to be repaid in full as further identified in Item 7.2.2(b) of the Disclosure Schedule;

(c) Indebtedness existing as of the Closing Date which is identified in Item 7.2.2(c) of the Disclosure Schedule, and refinancings of such Indebtedness in a principal amount not in excess of the principal amount being refinanced; provided, however, that (i) after giving effect to any such refinancings the Average Life of such Indebtedness shall not be less than the Average Life of such Indebtedness immediately prior to such refinancings and (ii) the Hedging Arrangements set forth in Schedule IV may not be renewed, extended or refinanced following the expiration or termination thereof;

(d) unsecured Indebtedness (i) incurred in the ordinary course of business of the Parent and its Subsidiaries (in the nature of ordinary and customary trade payables owing to suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than 90 days or, if overdue for more than 90 days, as to which a dispute exists and adequate reserves in conformity with GAAP have been established on the books of the Parent and its Subsidiaries) and (ii) in respect of performance, surety or appeal bonds provided in the ordinary course of business, but excluding, in each case, any such Indebtedness constituting Debt for Borrowed Money;

(e) Indebtedness of the Parent and its Subsidiaries (i) in respect of industrial revenue bonds or other similar governmental or municipal bonds, (ii) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of the Parent or its Subsidiaries (pursuant to purchase money mortgages or

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otherwise, whether owed to the seller or a third party) used in the ordinary course of business of the Parent and its Subsidiaries (provided, however, that such Indebtedness is incurred within 60 days of the acquisition of such property) and (iii) to the extent permitted pursuant to Section 7.2.7, Capitalized Lease Liabilities; provided, however, that the aggregate amount of all Indebtedness outstanding pursuant to this clause shall not at any time exceed $30,000,000;

(f) unsecured Indebtedness of the Parent or any of its Subsidiaries owing, as the case may be, to the Parent or to any other Subsidiary of the Parent; provided, however, that (i) in the case of any such Indebtedness incurred by a Subsidiary which is not a Subsidiary Guarantor, such Indebtedness shall not exceed $10,000,000 in aggregate principal amount at any time outstanding, and (ii) in the case of any such Indebtedness incurred by the Parent, the Borrower or any Subsidiary Guarantor from a Subsidiary which is not a Subsidiary Guarantor, such non-Subsidiary Guarantor shall have previously executed and delivered to the Administrative Agent a subordination agreement on terms and conditions satisfactory to the Lead Arrangers; provided, further, however, that none of the Indebtedness described in clause (i) above may be forgiven or otherwise discharged for any consideration other than payment in full or in part in cash (provided, that only the amount repaid in part shall be discharged);

(g) the 8 ⁵/8% Subordinated Notes of the Borrower incurred pursuant to the terms of the 8 ⁵/8% Subordinated Note Indenture in a principal amount not to exceed $300,000,000, and unsecured Contingent Liabilities of the Guarantors in respect of such Subordinated Debt, so long as such Contingent Liabilities are subordinated to the Obligations on the same terms as the 8 ⁵/8% Subordinated Notes, and refinancings of such 8 ⁵/8% Subordinated Notes and related Contingent Liabilities; provided, however, that any such refinancing must be on No More Favorable Terms And Conditions than the Indebtedness being refinanced;

(h) unsecured senior subordinated or subordinated notes or debentures of the Borrower in a principal amount not to exceed $200,000,000, and unsecured Contingent Liabilities of the Guarantors in respect of such subordinated notes or debentures, which either (i) have terms, representations, covenants, defaults and Subordination Provisions reasonably acceptable to the Lead Arrangers or (ii) have No More Favorable Terms And Conditions than those in respect of the 8 ⁵/8% Subordinated Notes; provided, however, that all such Indebtedness (together with any refinancings thereof, which shall not exceed the principal amount being refinanced) shall, at the time such Indebtedness is incurred or refinanced, (x) have a final, stated maturity date (and an Average Life) at least one year after the Stated Maturity Date of the Term Loans (as of the time of such incurrence or refinancing), and (y) have terms and provisions (including Subordination Provisions), no more favorable to the holders of such Indebtedness than the Indebtedness being refinanced;

(i) Indebtedness of a Person existing at the time such Person became a Subsidiary of the Parent; provided, however, that (i) no such Indebtedness shall have been created or incurred in contemplation of such Person becoming a Subsidiary and (ii) the principal

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amount of all such Indebtedness shall not exceed $25,000,000 in the aggregate at any time outstanding; and

(j) other unsecured Indebtedness of the Parent and its Subsidiaries (other than Indebtedness of Subsidiaries that are not Subsidiary Guarantors owing to the Borrower or Guarantors) in an aggregate principal amount at any time outstanding not to exceed $15,000,000;

provided, however, that no Indebtedness otherwise permitted to be incurred or refinanced, as the case may be, by clauses (c), (e), (f), (g), (h), (i), or (j) shall be assumed, created or otherwise incurred if a Default has occurred and is then continuing or would result therefrom.

SECTION 7.2.3.    Liens.    The Parent and the Borrower will not, and will not permit any of their respective Subsidiaries to, create, incur, assume or permit to exist any Lien upon any of its property (including Capital Securities of any Person), revenues or assets, whether now owned or hereafter acquired, except:

(a) Liens securing payment of the Obligations;

(b) until the Closing Date, Liens securing payment of Indebtedness of the type described in clause (b) of Section 7.2.2;

(c) Liens, exceptions and title conditions existing as of the Closing Date and disclosed in Item 7.2.3(c) of the Disclosure Schedule securing Indebtedness outstanding as of the Closing Date and described in clause (c) of Section 7.2.2; provided, however, that no such Lien shall encumber any property other than that encumbered as of the Closing Date, and the amount of Indebtedness secured by such Lien shall not increase from that existing on the Closing Date (as such Indebtedness may have been permanently reduced subsequent to the Closing Date);

(d) Liens securing Indebtedness of the type permitted under clause (e) of Section 7.2.2; provided, however, that (i) such Lien is granted within 60 days after such Indebtedness is incurred, (ii) the Indebtedness secured thereby does not exceed 100% of the lesser of the cost or the fair market value of the applicable property, improvements or equipment at the time of such acquisition (or construction) and (iii) such Lien secures only the assets that are the subject of the Indebtedness referred to in such clause;

(e) Liens securing Indebtedness permitted by clause (i) of Section 7.2.2; provided, however, that such Liens existed prior to such Person becoming a Subsidiary and were not created in anticipation thereof;

(f) Liens in favor of carriers, warehousemen, mechanics, materialmen, landlords and similar statutory liens granted in the ordinary course of business for amounts not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;

(g) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of

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governmental insurance or benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety and appeal bonds or performance bonds;

(h) judgment Liens that are being appealed in good faith or have been in existence for less than 45 days after the entry thereof or with respect to which execution has been stayed or the payment of which is covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies and which do not otherwise result in an Event of Default under Section 8.1.6;

(i) easements, rights-of-way, zoning restrictions, minor defects or irregularities in title and other similar encumbrances not interfering in any material respect with the value or use of the property to which such Lien is attached; and

(j) Liens for Taxes not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books.

SECTION 7.2.4.    Financial Condition and Operations.

(a) Total Leverage Ratio.    The Parent will not permit the Total Leverage Ratio at any time during any period set forth below to be greater than the ratio set forth opposite such period:

Period	Total Leverage Ratio
1/1/02 through (and including) 12/31/03	4.75:1
1/1/04 through (and including) 6/30/04	4.50:1
7/1/04 through (and including) 12/31/04	4.00:1
1/1/05 through (and including) 6/30/05	3.75:1
each Fiscal Quarter ending thereafter	3.50:1

(b) Senior Leverage Ratio.    The Parent will not permit the Senior Leverage Ratio at any time during any period set forth below to be greater than the ratio set forth opposite such period:

Period	Senior Leverage Ratio
1/1/02 through (and including) 12/31/02	3.00:1
1/1/03 through (and including) 6/30/03	2.75:1
each Fiscal Quarter ending thereafter	2.50:1

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(c) Interest Coverage Ratio.    The Parent will not permit the Interest Coverage Ratio at any time during any period set forth below to be less than the ratio set forth opposite such period:

Period	Interest Coverage Ratio
1/1/02 through (and including) 12/31/02	1.75:1
1/1/03 through (and including) 12/31/03	2.00:1
1/1/04 through (and including) 12/31/04	2.25:1
1/1/05 and each Fiscal Quarter ending thereafter	2.50:1

SECTION 7.2.5.    Investments.    The Parent and the Borrower will not, and will not permit any of their respective Subsidiaries to, purchase, make, incur, assume or permit to exist any Investment in any other Person, except:

(a) Investments existing on the Closing Date and identified in Item 7.2.5(a) of the Disclosure Schedule;

(b) Cash Equivalent Investments;

(c) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business;

(d) Investments made by the Parent and its Subsidiaries constituting Capital Expenditures permitted pursuant to Section 7.2.7;

(e) Investments by way of contributions to capital or purchases of Capital Securities by the Parent in the Borrower or any Subsidiary, or by any Subsidiary in the Parent, the Borrower or any Subsidiary Guarantor; provided, however, that the aggregate amount of Investments under this clause made by the Parent, the Borrower and the Subsidiary Guarantors in Subsidiaries that are not Subsidiary Guarantors shall not exceed $10,000,000 in the aggregate over the term of this Agreement;

(f) Investments constituting (i) accounts receivable arising, (ii) trade debt granted, or (iii) deposits made in connection with the purchase price of goods or services, in each case in the ordinary course of business;

(g) Investments constituting Permitted Acquisitions pursuant to clause (b) of Section 7.2.10;

(h) Investments consisting of any deferred portion of the sales price received by the Parent or any of its Subsidiaries in connection with any Disposition permitted under Section 7.2.11;

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(i) loans or advances to employees made in the ordinary course of business of the Parent or its Subsidiaries that do not in the aggregate exceed $5,000,000 at any time outstanding; and

(j) other Investments (exclusive of any such Investments made in or respect of Subsidiaries of the Parent which are not Subsidiary Guarantors) in an amount not to exceed $20,000,000 in the aggregate over the term of this Agreement;

provided, however, that

(k) any Investment which when made complies with the requirements of the definition of the term “Cash Equivalent Investment” may continue to be held notwithstanding that such Investment if made thereafter would not comply with such requirements; and

(l) no Investment otherwise permitted by clauses (d), (e), (g), (h), (i) or (j) shall be permitted to be made if any Default has occurred and is continuing or would result therefrom.

SECTION 7.2.6.    Restricted Payments, etc.    The Parent and the Borrower will not, and will not permit any of their respective Subsidiaries to, declare or make a Restricted Payment, or make any deposit for any Restricted Payment, other than the following:

(a) Restricted Payments made by (i) Subsidiaries of the Parent to the Parent, the Borrower or any Subsidiary Guarantor or (ii) Subsidiaries of the Parent which are not Subsidiary Guarantors to other Subsidiaries of the Parent which are not Subsidiary Guarantors;

(b) so long as (i) no Default has occurred and is continuing or would occur as a result thereof and (ii) after giving effect to the making of such Restricted Payment, the Parent would be in pro forma compliance with the covenants set forth in Section 7.2.4 for the period of twelve consecutive calendar months ended immediately prior to the date of the making of such Restricted Payment (giving pro forma effect to such Restricted Payment as of the first day of such twelve-month period), Restricted Payments (x) in an amount not to exceed $10,000,000 in any Fiscal Year made by the Parent in the form of cash dividends on the Affiliate Preferred Stock in accordance with the terms of the Affiliate Preferred Stock Purchase Agreement; provided, however, that to the extent any such dividends on the Affiliate Preferred Stock have been deferred and have not been paid in any Fiscal Year, the Parent may pay such deferred dividends, in whole or in part, in any succeeding Fiscal Year in accordance with the terms of the Affiliate Preferred Stock Purchase Agreement to the extent the conditions set forth above in subclauses (i) and (ii) of this clause (b) would be satisfied with respect to such payment of deferred dividends and all other payments of dividends on such Affiliate Preferred Stock during such Fiscal Year, and (y) made by any Subsidiary to the Parent to be used in accordance with (and for purposes of) clause (x); and

(c) so long as no Default shall have occurred and be continuing, Restricted Payments in respect of (i) cash dividends on common stock of the Parent, and (ii) the

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repurchase or other acquisition of shares, or options to purchase shares, of Capital Securities of the Parent from employees, former employees, directors or former directors of the Parent or any of its Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors) upon death, disability, retirement or termination of employment or pursuant to the terms of agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors of the Parent under which such Persons purchase or sell, or are granted the option to purchase or sell, shares of such stock; provided, however, that (x) the aggregate amount of Restricted Payments pursuant to this clause (c) shall not exceed $3,000,000 (as such amount may be increased with the consent of the Required Lenders) in any calendar year (unless, in the case of Restricted Payments of the type described in clause (ii) hereof, such Restricted Payments are made with the proceeds of insurance policies and the shares of Capital Securities are repurchased from the executors, administrators, testamentary trustees, heirs, legatees or beneficiaries), (y) to the extent that less than the full amount of Restricted Payments permitted pursuant to this clause (c) in any calendar year are made, such unused portion of the permitted amount may be carried forward and used, in whole or in part, for Restricted Payments pursuant to this clause (c) in any succeeding year, and (z) unless the Required Lenders otherwise consent, no Restricted Payment of the type described in clause (i) hereof shall be permitted unless, for each of the three Fiscal Quarters immediately last ended as of the date of such Restricted Payment, the Total Leverage Ratio has been less than 3.0 to 1.0.

SECTION 7.2.7.    Capital Expenditures, etc.    The Parent and the Borrower will not, and will not permit any of their respective Subsidiaries to, make or commit to make Capital Expenditures (inclusive of Capitalized Lease Liabilities permitted pursuant to clause (e) of Section 7.2.2) in any Fiscal Year set forth below in excess of the aggregate amount set forth opposite such Fiscal Year:

Fiscal Year	Capital Expenditure Amount
2002	$	50,000,000
2003	$	55,000,000
2004 and Thereafter	$	60,000,000;

provided, however, that (i) in the event the maximum aggregate permitted amount of Capital Expenditures for any Fiscal Year is not entirely used to make Capital Expenditures in such Fiscal Year, up to $5,000,000 (as such amount may be increased with the consent of the Required Lenders) of the unused portion of such permitted amount for such Fiscal Year may be carried forward and used, in whole or in part, for Capital Expenditure in the next succeeding Fiscal Year; provided that no such carried forward amount shall be used in any succeeding Fiscal Year until the entire amount actually scheduled for use in such succeeding Fiscal Year shall have been used, and (ii) Capital Expenditures (inclusive of permitted Capitalized Lease Liabilities) by Subsidiaries of the Parent which are not Subsidiary Guarantors shall not exceed $5,000,000 in any Fiscal Year.

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SECTION 7.2.8.    No Prepayment of Subordinated Debt.    Other than in connection with a refinancing permitted pursuant to Section 7.2.2, the Parent and the Borrower will not, and will not permit any of their respective Subsidiaries to, directly or indirectly, take any of the following actions:

(a) make any payment or prepayment of principal of, or premium or interest on, any Subordinated Debt other than accrued and unpaid interest thereon on the stated, scheduled date for payment thereof set forth in the applicable Sub Debt Documents; provided, however, that no such payment shall be made which would violate the terms of this Agreement or the applicable Sub Debt Documents;

(b) redeem, retire, purchase, defease or otherwise acquire any Subordinated Debt; or

(c) make any deposit (including the payment of amounts into a sinking fund or other similar fund) for any of the foregoing purposes.

Furthermore, neither the Parent, the Borrower nor any of their respective Subsidiaries will designate any Indebtedness other than the Obligations as “Senior Debt” or “Senior Indebtedness” (or any analogous term) pursuant to any Sub Debt Document.

SECTION 7.2.9.    Issuance of Capital Securities.    (a) The Parent will not issue, sell or otherwise transfer or assign (an “Issuance”) any of its Capital Securities (whether for value or otherwise), except:

(i) an Issuance of Capital Securities pursuant to a public offering or private placement for the purpose of raising capital; provided, however, that the Net Equity Proceeds, if any, resulting from such Issuance shall be applied to the repayment of the Obligations in accordance with Section 3.1.1;

(ii) an Issuance of Capital Securities to the Borrower or a Subsidiary Guarantor; provided, however, that such Issuance shall not be consummated in contemplation of the Disposition of such Subsidiary Guarantor (in whole or in part) or any Disposition of any assets of the Borrower or such Subsidiary Guarantor (in whole or in part);

(iii) an Issuance of Capital Securities for purposes of permitted Investments pursuant to Section 7.2.5 or Permitted Acquisitions pursuant to clause (b) of Section 7.2.10; provided, however, that (x), for purposes of determining compliance with this Agreement, the value of any such Capital Securities subject to such Issuance shall be based upon the average closing price for such securities as of the close of the last three trading days therefor immediately prior to the date of such Issuance (or, if such Capital Securities are not publicly traded or quoted, the value of such securities shall be determined by the Board of Directors of the Parent, acting in good faith), and (y) with respect to any Issuance of Capital Securities pursuant to this clause (iii) (other than any such Issuance by the Parent as non-cash consideration for a Permitted Acquisition (A) where the Parent (or one of its Subsidiaries) is acquiring shares of a corporation

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which are listed on a recognized securities exchange or are traded on the NASDAQ National Market System, or (B) which, when taken together with all other such Issuances under this clause (B) in respect of Permitted Acquisitions since the Closing Date, does not exceed $150,000,000) such Capital Securities shall not be saleable or transferable by the recipients thereof under or pursuant to any registration statement of the Parent filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for a period of at least six months following the date of such Issuance; or

(iv) an Issuance of Capital Securities to employees of the Parent or any of its Subsidiaries pursuant to any Pension Plan, any tax qualified retirement plan, any employee’s or director’s compensation plan or any similar benefits or compensation plan, in each case approved by the Board of Directors of the Parent.

(b) The Parent will not permit any of its Subsidiaries to consummate or effect any Issuance of such Subsidiary’s Capital Securities (whether for value or otherwise), except:

(i) an Issuance of Capital Securities to the Parent, the Borrower or a Subsidiary Guarantor; provided, however, that such Issuance shall not be consummated in contemplation of the Disposition of such Subsidiary Guarantor (in whole or in part) or any Disposition of any assets of the Parent, the Borrower or such Subsidiary Guarantor (in whole or in part); or

(ii) any other Issuance; provided, however, that all Net Disposition Proceeds resulting from such Issuance shall be applied to the repayment of the Obligations pursuant to Section 3.1.1.

(c) Any term or provision hereof to the contrary notwithstanding, no such Issuance, otherwise permitted hereunder shall be permitted if, either immediately prior to or after giving effect thereto, any Default has occurred (or would occur) and is continuing.

SECTION 7.2.10.    Consolidation, Merger, Permitted Acquisitions, etc.    The Parent will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division thereof), except

(a) any Subsidiary (other than the Borrower) may liquidate or dissolve voluntarily into, and may merge with and into, the Parent or any other Subsidiary of the Parent (provided, however, that a Guarantor may only liquidate or dissolve into, or merge with and into, the Parent, or a Subsidiary Guarantor), and the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by the Parent, the Borrower or a Subsidiary Guarantor; provided, however, that in no event shall any Pledged Subsidiary consolidate with or merge with and into any Subsidiary other than another Pledged Subsidiary unless after giving effect thereto, the Administrative Agent shall have a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) of the surviving Person as the Administrative Agent had immediately prior to such merger or

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consolidation in form and substance satisfactory to the Administrative Agent and its counsel, pursuant to such documentation and opinions as shall be necessary in the opinion of the Administrative Agent to create, perfect or maintain the collateral position of the Secured Parties therein; and

(b) so long as no Default has occurred and is continuing or would occur after giving effect thereto, the Parent may, directly or indirectly through any of its Subsidiaries, consummate one or more Permitted Acquisitions; provided, however, that (i) the cash portion of all consideration relative to any such Permitted Acquisitions shall not exceed $150,000,000 during any period of twelve consecutive calendar months (inclusive of any cash payments required to be made during such twelve-month period in respect of promissory notes, Capital Securities or similar instruments delivered in any prior period as consideration (in whole or in part) of any Permitted Acquisitions), and the non-cash portion all such consideration relative to any such Permitted Acquisitions (including consideration in the form of Capital Securities of the Parent) shall not exceed $150,000,000 (or a higher amount as may be approved in writing at the discretion of the Lead Arrangers) during such twelve-month period, and (ii) to the extent Capital Securities of the Parent are used as consideration for such Permitted Acquisition, the Issuance of such securities in respect of such Permitted Acquisition shall comply with Section 7.2.9, and no such Capital Securities shall require that any dividends, distributions, redemptions, or other similar payments be made directly or indirectly, in cash prior to the first anniversary of the Stated Maturity Date of the Term Loans, as of the date of issuance of such Capital Securities.

SECTION 7.2.11.    Permitted Dispositions.    The Parent and the Borrower will not, and will not permit any of their respective Subsidiaries to, Dispose of any assets of the Parent, the Borrower or any of their Subsidiaries (including accounts receivable and Capital Securities of Subsidiaries of the Parent) to any Person in one transaction or a series of transactions, except for the following:

(a) Dispositions in respect of inventory, immaterial assets or properties and obsolete property which, in each case, are being Disposed in the ordinary course of its business. For purposes of this clause (a), “immaterial” shall mean less than $25,000 in any one transaction or series of transactions.

(b) Dispositions which are permitted by Sections 7.2.9 or 7.2.10.

(c) Dispositions which (x) are for fair market value and the consideration received consists of no less than 75% in cash, (y) result in gross proceeds which, when taken together with the sum of (i) gross proceeds received from the Disposition of all other assets Disposed of pursuant to this clause since the Closing Date and (ii) gross proceeds received in respect of all Sale and Leaseback Transactions pursuant to Section 7.2.15 since the Closing Date, do not exceed (individually or in the aggregate) $75,000,000 over the term of this Agreement and (z) result in Net Disposition Proceeds which are applied pursuant to Sections 3.1.1 and 3.1.2.

(d) The sale of the Newnan Facility.

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(e) Dispositions which constitute Sale and Leaseback Transactions permitted pursuant to Section 7.2.15.

SECTION 7.2.12.    Modification of Certain Agreements.    The Parent and the Borrower will not, and will not permit any of their respective Subsidiaries to, enter into any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in,

(a) the Sub Debt Documents, other than any amendment, supplement, waiver or modification for which no fee is payable to the holders of the Subordinated Debt and which (i) extends the date or reduces the amount of any required repayment, prepayment or redemption of the principal of such Subordinated Debt, (ii) reduces the rate or extends the date for payment of principal, interest, premium (if any) or fees payable on such Subordinated Debt, (iii) makes the covenants, events of default or remedies in such Sub Debt Documents less restrictive on the Borrower or the Parent, as the case may be or (iv) is otherwise not adverse to the interests of the Secured Parties;

(b) the Affiliate Preferred Stock Documents, other than any amendment, supplement, waiver or modification for which no fee is payable to the holders of the Affiliate Preferred Stock and which (i) makes the covenants, events of default or remedies in such Affiliate Preferred Stock Documents less restrictive on the Parent, (ii) decreases the amount of cash dividends payable pursuant thereto or extends the date for payment of such dividends, (iii) extends the date or reduces the amount of any required redemption of the Affiliate Preferred Stock or (iv) is otherwise not adverse to the interests of the Secured Parties; or

(c) any of their respective charters or by-laws in any manner which, when taken as a whole, could reasonably be expected to have a Material Adverse Effect.

SECTION 7.2.13.    Transactions with Affiliates.    The Parent and the Borrower will not, and will not permit any of their respective Subsidiaries to, enter into or cause or permit to exist any arrangement, transaction or contract (including for the purchase, lease or exchange of property or the rendering of services) with any of its other Affiliates that is not an Obligor, unless such arrangement, transaction or contract (i) is on fair and reasonable terms no less favorable to the Parent or such Subsidiary than it could obtain in an arm’s-length transaction with a Person that is not an Affiliate and (ii) is of the kind which would be entered into by a prudent Person in the position of the Parent or such Subsidiary with a Person that is not one of its Affiliates.

SECTION 7.2.14.    Restrictive Agreements, etc.    The Parent and the Borrower will not, and will not permit any of their respective Subsidiaries to, enter into any agreement prohibiting

(a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired;

(b) the ability of any Obligor to amend or otherwise modify any Loan Document; or

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(c) the ability of any Subsidiary to make any payments, directly or indirectly, to the Parent or the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments.

The foregoing prohibitions shall not apply to restrictions contained (i) in any Loan Document, (ii) in the case of clause (a), any agreement governing any Indebtedness permitted by clause (e) of Section 7.2.2 as to the creation of Liens on the assets financed with the proceeds of such Indebtedness, or (iii) in the case of clauses (a) and (c), any agreement of a Foreign Subsidiary governing the Indebtedness permitted by clause (f) of Section 7.2.2.

SECTION 7.2.15.    Sale and Leaseback.    The Parent and the Borrower will not, and will not permit any of their respective Subsidiaries to, directly or indirectly enter into any agreement or arrangement providing for the sale or transfer by it of any property (now owned or hereafter acquired) to a Person and the subsequent lease or rental of such property or other similar property from such Person (a “Sale and Leaseback Transaction”); provided, however, that the Parent, the Borrower or any Subsidiary Guarantor may enter into Sale and Leaseback Transactions so long as (i) the Parent, the Borrower or such Subsidiary Guarantor receives cash proceeds in an amount at least equal to the Valuation Amount of such Subject Property concurrent with the consummation of such Sale and Leaseback Transaction, (ii) the aggregate amount of all proceeds received as a result of such Sale and Leaseback Transaction, when taken together with the aggregate amount of all proceeds received since the Closing Date in respect of (x) all other Sale and Leaseback Transactions and (y) all Dispositions pursuant to clause (c) of Section 7.2.11, does not exceed $75,000,000, (iii) each lease entered into in connection with each such Sale and Leaseback Transaction is a true operating lease in accordance with GAAP, and (iv) the proceeds received in respect of such Sale and Leaseback Transaction are applied in accordance with the terms of clause (d) of Section 3.1.1 and Section 3.1.2.

ARTICLE VIII

EVENTS OF DEFAULT

SECTION 8.1.    Listing of Events of Default.    Each of the following events or occurrences described in this Section shall constitute an “Event of Default”.

SECTION 8.1.1.    Non-Payment of Obligations.    Any Obligor shall default in the payment or prepayment when due (whether pursuant hereto or pursuant to any Guaranty) of (i) any principal on any Loan, or any Reimbursement Obligation or any deposit of cash for collateral purposes pursuant to Section 2.6.4, (ii) any interest on any Loan or any Reimbursement Obligation, and such default shall remain unremedied for a period of four days after such amount was due, or (iii) any fee described in Article III or any other monetary Obligation, and such default shall continue unremedied for a period of five days after such amount was due.

SECTION 8.1.2.    Breach of Warranty.    Any representation or warranty of any Obligor made or deemed to be made hereunder or pursuant to any other Loan Document (including any certificates delivered pursuant to Article V) is or shall be incorrect when made or deemed to have been made in any material respect.

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SECTION 8.1.3.    Non-Performance of Certain Covenants and Obligations.    The Parent or the Borrower shall default in the due performance or observance of any of its obligations under Section 7.1.1, Section 7.1.7 or Section 7.2 or any Obligor shall default in the due performance or observance of its obligations under Article IV of the Subsidiary Guaranty (to the extent such Article incorporates Section 7.2 of the Credit Agreement by reference with respect to the Subsidiary Guarantors).

SECTION 8.1.4.    Non-Performance of Other Covenants and Obligations.    Any Obligor shall default in the due performance and observance of any other agreement contained in any Loan Document executed by it, and such default shall continue unremedied for a period of 30 days after notice thereof shall have been given to the Borrower by the Administrative Agent.

SECTION 8.1.5.    Default on Other Indebtedness or Affiliate Preferred Stock.    A default shall occur in the payment of any amount when due (subject to any applicable grace period), whether by acceleration or otherwise, of (i) any principal or stated amount of, or interest or fees on, any Indebtedness (other than Indebtedness described in Section 8.1.1) of the Parent or any of its Subsidiaries or any other Obligor or (ii) any cash payments payable on the Affiliate Preferred Stock (other than any default the only remedy for which is exercise of voting rights that is not a Change of Control), in each case having a principal or stated amount, individually or in the aggregate, in excess of $10,000,000, or a default shall occur in the performance or observance of any obligation or condition with respect to such Indebtedness or the Affiliate Preferred Stock, if the effect of such default is to accelerate the maturity of any such Indebtedness or cause the redemption or liquidation of the Affiliate Preferred Stock or such default shall continue unremedied for any applicable period of time sufficient to permit the holder or holders of such Indebtedness or Capital Securities, or any trustee or agent for such holders, to cause or declare such Indebtedness or other monetary obligation to become due and payable or to require such Indebtedness or the Affiliate Preferred Stock to be prepaid, redeemed, purchased or defeased, or require an offer to purchase, redeem or defease such Indebtedness or Affiliate Preferred Stock to be made, in each case prior to its expressed maturity, stated redemption or when otherwise due.

SECTION 8.1.6.    Judgments.    Any judgment or order for (i) the payment of money individually or in the aggregate in excess of $10,000,000 (exclusive of any amounts fully covered by insurance (less any applicable deductible) and as to which the insurer has acknowledged its responsibility to cover such judgment or order) or (ii) which is nonmonetary in nature but is reasonably likely to have a Material Adverse Effect, in either case, shall be rendered against the Parent or any of its Subsidiaries or any other Obligor and such judgment shall not have been vacated or discharged or stayed or bonded pending appeal within 30 days after the entry thereof or enforcement proceedings shall have been commenced by any creditor or other adverse party upon such judgment or order.

SECTION 8.1.7.    Pension Plans.    Any of the following events shall occur with respect to any Pension Plan (i) the institution of any steps by the Parent, any member of its Controlled Group or any other Person to terminate a Pension Plan if, as a result of such termination, the Parent or any such member could be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $1,000,000, or (ii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under section 302(f) of ERISA.

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SECTION 8.1.8.    Change in Control.    Any Change in Control shall occur.

SECTION 8.1.9.    Bankruptcy, Insolvency, etc.    The Parent, the Borrower, any of their Subsidiaries or any other Obligor shall

(a) generally fail to pay, or admit in writing its inability or unwillingness generally to pay, debts as they become due;

(b) apply for, consent to, or acquiesce in the appointment of a trustee, receiver, sequestrator or other custodian for any substantial part of the property of any thereof, or make a general assignment for the benefit of creditors;

(c) in the absence of such application, consent or acquiescence in or permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days; provided, that the Parent, each Subsidiary and each other Obligor hereby expressly authorizes each Secured Party to appear in any court conducting any relevant proceeding during such 60–day period to preserve, protect and defend their rights under the Loan Documents;

(d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law or any dissolution, winding up or liquidation proceeding, in respect thereof, and, if any such case or proceeding is not commenced by the Parent, any Subsidiary or any Obligor, such case or proceeding shall be consented to or acquiesced in by the Parent, such Subsidiary or such Obligor, as the case may be, or shall result in the entry of an order for relief or shall remain for 60 days undismissed; provided, that the Parent, each Subsidiary and each Obligor hereby expressly authorizes each Secured Party to appear in any court conducting any such case or proceeding during such 60–day period to preserve, protect and defend their rights under the Loan Documents; or

(e) take any action authorizing, or in furtherance of, any of the foregoing.

SECTION 8.1.10.    Impairment of Security, etc.    Any Loan Document or any Lien granted thereunder shall (except in accordance with its terms), in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of any Obligor party thereto; any assets (whether now owned or hereafter acquired) of the Obligors fail to be secured as provided herein or in any other Loan Document; any Obligor or any other party shall, directly or indirectly, contest in any manner such effectiveness, validity, binding nature or enforceability of any Lien; or, except as permitted under any Loan Document, any Lien securing any Obligation shall, in whole or in part, cease to be a perfected first priority Lien.

SECTION 8.1.11.    Failure of Subordination.    Unless otherwise waived or consented to by the Agents and the Required Lenders in writing, the subordination provisions relating to any Subordinated Debt or the Affiliate Preferred Stock (the “Subordination Provisions”) shall fail to be enforceable by the Administrative Agent, the Lenders and the Issuers in accordance with the terms thereof, or the monetary Obligations shall fail to constitute “Senior Indebtedness” (or similar term) or “Senior Debt” referring to the Obligations; or the Parent or any of its

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Subsidiaries shall, directly or indirectly, disavow or contest in any manner (i) the effectiveness, validity or enforceability of any of the Subordination Provisions, (ii) that the Subordination Provisions exist for the benefit of the Secured Parties or (iii) that all payments of principal of or premium and interest on the Subordinated Debt, or realized from the liquidation of any property of any Obligor, shall be subject to any of such Subordination Provisions.

SECTION 8.2.    Action if Bankruptcy.    If any Event of Default described in clauses (a) through (d) of Section 8.1.9 with respect to the Parent or the Borrower shall occur, the Commitments (if not theretofore terminated) shall automatically terminate and the outstanding principal amount of all outstanding Loans and all other Obligations (including Reimbursement Obligations) shall automatically be and become immediately due and payable, without notice or demand to any Person and each Obligor shall automatically and immediately be obligated to Cash Collateralize all Letter of Credit Outstandings.

SECTION 8.3.    Action if Other Event of Default.    If any Event of Default (other than any Event of Default described in clauses (a) through (d) of Section 8.1.9 with respect to the Parent or the Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon the direction of the Required Lenders, shall by notice to the Borrower declare all or any portion of the outstanding principal amount of the Loans and other Obligations (including Reimbursement Obligations) to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate and the Borrower shall automatically and immediately be obligated to Cash Collateralize all Letter of Credit Outstandings.

ARTICLE IX

THE ADMINISTRATIVE AGENT

SECTION 9.1.    Actions.    Each Lender hereby appoints Morgan Stanley as its Administrative Agent under and for purposes of each Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under each Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata according to such Lender’s proportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of any Loan Document, (including attorneys’ fees), and as to which the Administrative Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted from

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the Administrative Agent’s gross negligence or willful misconduct. The Administrative Agent shall not be required to take any action under any Loan Document, or to prosecute or defend any suit in respect of any Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s determination, inadequate (other than amounts covered by the proviso to the immediately preceding sentence), the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

SECTION 9.2.    Funding Reliance, etc.    Unless the Administrative Agent shall have been notified in writing by any Lender by 3:00 p.m. on the Business Day prior to a Borrowing that such Lender will not make available the amount which would constitute its Percentage of such Borrowing on the date specified therefor, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make available to the Borrower a corresponding amount. If and to the extent that such Lender shall not have made such amount available to the Administrative Agent, such Lender and the Borrower severally agree to repay the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Administrative Agent made such amount available to the Borrower to the date such amount is repaid to the Administrative Agent, at the interest rate applicable at the time to Loans comprising such Borrowing (in the case of the Borrower) and (in the case of a Lender), at the Federal Funds Rate (for the first two Business Days after which such amount has not been repaid), and thereafter at the interest rate applicable to Loans comprising such Borrowing.

SECTION 9.3.    Exculpation.    Neither the Administrative Agent nor any of its directors, officers, employees or agents shall be liable to any Secured Party for any action taken or omitted to be taken by it under any Loan Document, or in connection therewith, except for its own willful misconduct or gross negligence, nor responsible for any recitals or warranties herein or therein, nor for the effectiveness, enforceability, validity or due execution of any Loan Document, nor for the creation, perfection or priority of any Liens purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, nor to make any inquiry respecting the performance by any Obligor of its Obligations. Any such inquiry which may be made by the Administrative Agent shall not obligate it to make any further inquiry or to take any action. The Administrative Agent shall be entitled to rely upon advice of counsel concerning legal matters and upon any notice, consent, certificate, statement or writing which the Administrative Agent believes to be genuine and to have been presented by a proper Person.

SECTION 9.4.    Successor.    The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the United States (or any State thereof) or a

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United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $250,000,000; provided, however, that if, such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth in above, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents, and Section 11.3 and Section 11.4 shall continue to inure to its benefit.

SECTION 9.5.    Loans by each Agent.    Each Agent shall have the same rights and powers with respect to (x) the Credit Extensions made by it or any of its Affiliates, and (y) the Notes held by it or any of its Affiliates as any other Lender and may exercise the same as if it were not the Administrative Agent. Each Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of business with the Borrower or any Subsidiary or Affiliate of the Borrower as if such Agent were not an Agent hereunder.

SECTION 9.6.    Credit Decisions.    Each Lender acknowledges that it has, independently of the Agents and each other Lender, and based on such Lender’s review of the financial information of the Borrower, the Loan Documents (the terms and provisions of which being satisfactory to such Lender) and such other documents, information and investigations as such Lender has deemed appropriate, made its own credit decision to extend its Commitments. Each Lender also acknowledges that it will, independently of the Agents and each other Lender, and based on such other documents, information and investigations as it shall deem appropriate at any time, continue to make its own credit decisions as to exercising or not exercising from time to time any rights and privileges available to it under the Loan Documents.

SECTION 9.7.    Copies, etc.    The Administrative Agent shall give prompt notice to each Lender of each notice or request required or permitted to be given to the Administrative Agent by the Borrower pursuant to the terms of the Loan Documents (unless concurrently delivered to the Lenders by the Borrower). The Administrative Agent will distribute to each Lender each document or instrument received for its account and copies of all other communications received by the Administrative Agent from the Borrower for distribution to the Lenders by the Administrative Agent, including the financial information required to be delivered by the Borrower or the Parent pursuant to Section 7.1.1.

SECTION 9.8.    Reliance by Administrative Agent.    The Administrative Agent shall be entitled to rely upon any certification, notice or other communication (including any thereof by telephone, telecopy, telegram or cable) believed by it to be genuine and correct and to have been

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signed or sent by or on behalf of the proper Person, and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. As to any matters not expressly provided for by the Loan Documents, the Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, thereunder in accordance with instructions given by the Required Lenders or all of the Lenders as is required in such circumstance, and such instructions of such Lenders and any action taken or failure to act pursuant thereto shall be binding on all Secured Parties. For purposes of applying amounts in accordance with this Section, the Administrative Agent shall be entitled to rely upon any Secured Party that has entered into a Rate Protection Agreement with any Obligor for a determination (which such Secured Party agrees to provide or cause to be provided upon request of the Administrative Agent) of the outstanding Obligations owed to such Secured Party under any Rate Protection Agreement. Unless it has actual knowledge evidenced by way of written notice from any such Secured Party and the Borrower to the contrary, the Administrative Agent, in acting in such capacity under the Loan Documents, shall be entitled to assume that no Rate Protection Agreements or Obligations in respect thereof are in existence or outstanding between any Secured Party and any Obligor.

SECTION 9.9.    Defaults.    The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default unless the Administrative Agent has received a written notice from a Lender or the Borrower specifying such Default and stating that such notice is a “Notice of Default”. In the event that the Administrative Agent receives such a notice of the occurrence of a Default, the Administrative Agent shall give prompt notice thereof to the Lenders. The Administrative Agent shall (subject to Section 11.1) take such action with respect to such Default as shall be directed by the Required Lenders; provided, that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interest of the Secured Parties except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Required Lenders or all Lenders.

SECTION 9.10.    Lead Arrangers.    Notwithstanding anything else to the contrary contained in this Agreement or any other Loan Document, the Lead Arrangers, in their respective capacities as such, each in such capacity, shall have no duties or responsibilities under this Agreement or any other Loan Document nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Lead Arrangers in such capacity except as are explicitly set forth herein or in the other Loan Documents. Each Lead Arranger shall at all times have the right to receive a current copy of the Register and any other information relating to the Lenders and the Loans that they may request from the Administrative Agent.

ARTICLE X

GUARANTY

SECTION 10.1.    Guaranty.    The Parent hereby absolutely, unconditionally and irrevocably

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(a) guarantees the full and punctual payment when due, whether at stated maturity, by required prepayment, declaration, acceleration or otherwise, of all Obligations of the Borrower and each other Subsidiary Guarantor now or hereafter existing, whether for principal, interest (including interest accruing at the then applicable rate provided in the Agreement after the occurrence of any Default set forth in Section 8.1.9, whether or not a claim for post-filing or post-petition interest is allowed under applicable law following the institution of a proceeding under bankruptcy, insolvency or similar laws), fees, Reimbursement Obligations, expenses or otherwise (including all such amounts which would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. §362(a), and the operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C. §502(b) and §506(b)); and

(b) indemnifies and holds harmless each Secured Party for any and all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred by such Secured Party after the occurrence and during the continuance of an Event of Default in enforcing any rights under this Agreement;

The Parent’s obligations under this Article constitute a guaranty of payment when due and not of collection, and the Parent specifically agrees that it shall not be necessary or required that any Secured Party exercise any right, assert any claim or demand or enforce any remedy whatsoever against any Obligor or any other Person before or as a condition to the obligations of the Parent hereunder.

SECTION 10.2.    Reinstatement, etc.    The Parent hereby agrees that its obligations under this Article shall continue to be effective or be reinstated, as the case may be, if at any time any payment (in whole or in part) of any of the Obligations is invalidated, declared to be fraudulent or preferential, set aside, rescinded or must otherwise be restored by any Secured Party, including upon the occurrence of any Default set forth in Section 8.1.9 or otherwise, all as though such payment had not been made.

SECTION 10.3.    Guaranty Absolute, etc.    The Parent’s obligations under this Article shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until the Termination Date. The Parent guarantees that the Obligations will be paid strictly in accordance with the terms of each Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. The liability of the Parent under this Article shall be absolute, unconditional and irrevocable irrespective of:

(a) any lack of validity, legality or enforceability of any Loan Document;

(b) the failure of any Secured Party

(i) to assert any claim or demand or to enforce any right or remedy against any Obligor or any other Person (including any other Guarantor) under the provisions of any Loan Document or otherwise, or

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(ii) to exercise any right or remedy against any other Guarantor of, or collateral securing, any Obligations;

(c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other extension, compromise or renewal of any Obligation;

(d) any reduction, limitation, impairment or termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Parent hereby irrevocably waives, until payment of all Obligations, any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise;

(e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document;

(f) any addition, exchange or release of any collateral or of any Person that is (or will become) a Guarantor (including the Parent) of the Obligations, or any surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition to, or consent to or departure from, any other guaranty held by any Secured Party securing any of the Obligations; or

(g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Obligor, any surety or any Guarantor.

SECTION 10.4.    Waiver, etc.    Except for any notices expressly required to be delivered to the Parent hereunder, the Parent hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations and this Guaranty and any requirement that any Secured Party protect, secure, perfect or insure any Lien, or any property subject thereto, or exhaust any right or take any action against any Obligor or any other Person (including any other Parent) or entity or any collateral securing the Obligations, as the case may be.

SECTION 10.5.    Postponement of Subrogation, etc.    The Parent agrees that it will not exercise any rights which it may acquire by way of rights of subrogation hereunder, nor shall the Parent seek or be entitled to seek any contribution or reimbursement from any Obligor, in respect of any payment made hereunder, until following the Termination Date. Any amount paid to the Parent on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Secured Parties and shall immediately be paid and turned over to the Administrative Agent for the benefit of the Secured Parties in the exact form received by the Parent (duly endorsed in favor of the Administrative Agent, if required), to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 4.7; provided that if the Parent has made payment to the Secured Parties of all or any part of the Obligations and the Termination Date has occurred, then at the Parent’s request, the Administrative Agent (on behalf of the Secured Parties) will, at the expense of the Parent,

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execute and deliver to the Parent appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the Parent of an interest in the Obligations resulting from such payment. In furtherance of the foregoing, at all times prior to the Termination Date, the Parent shall refrain from taking any action or commencing any proceeding against any Obligor (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to recover any amounts in respect of payments made hereunder to any Secured Party.

ARTICLE XI

MISCELLANEOUS PROVISIONS

SECTION 11.1.    Waivers, Amendments, etc.    The provisions of each Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Parent, the Borrower and the Required Lenders; provided, however, that no such amendment, modification or waiver shall:

(a) modify this Section without the consent of all Lenders;

(b) increase the aggregate amount of any Credit Extensions required to be made by a Lender pursuant to its Commitments, extend the final Commitment Termination Date of Credit Extensions made (or participated in) by a Lender or extend the final Stated Maturity Date for any Lender’s Loan, in each case without the consent of such Lender (it being agreed, however, that any vote to rescind any acceleration made pursuant to Section 8.2 and Section 8.3 of amounts owing with respect to the Loans and other Obligations shall only require the vote of the Required Lenders);

(c) reduce the principal amount of or rate of interest on any Lender’s Loan, reduce any fees described in Article III payable to any Lender or extend the date on which interest or fees are payable in respect of such Lender’s Loans, in each case without the consent of such Lender;

(d) reduce the percentage set forth in the definition of “Required Lenders” or modify any requirement hereunder that any particular action be taken by all Lenders without the consent of all Lenders;

(e) increase the Stated Amount of any Letter of Credit unless consented to by the Issuer of such Letter of Credit;

(f) except as otherwise expressly provided in a Loan Document, release (i) the Borrower from its financial Obligations under the Loan Documents or any Guarantor from its financial Obligations under a Guaranty or (ii) all or substantially all of the collateral under the Loan Documents, in each case without the consent of all Lenders; or

(g) affect adversely the interests, rights or obligations of the Administrative Agent (in its capacity as the Administrative Agent) or any Issuer (in its capacity as Issuer), unless consented to by the Administrative Agent or such Issuer, as the case may be.

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No failure or delay on the part of any Secured Party in exercising any power or right under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on any Obligor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by any Secured Party under any Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

SECTION 11.2     Notices; Time.    All notices and other communications provided under each Loan Document shall be in writing or by facsimile and addressed, delivered or transmitted, if to the Borrower, the Parent or the Administrative Agent, at its address or facsimile number set forth on Schedule II hereto, and if to a Lender or Issuer to the applicable Person at its address or facsimile number set forth on Schedule II hereto or set forth in the Lender Assignment Agreement, or at such other address or facsimile number as may be designated by such party in a notice to the other parties. Any notice, if mailed and properly addressed with postage prepaid or if properly addressed and sent by pre-paid courier service, shall be deemed given when received; any notice, if transmitted by facsimile, shall be deemed given when the confirmation of transmission thereof is received by the transmitter. The parties hereto agree that delivery of an executed counterpart of a signature page to this Agreement and each other Loan Document by facsimile shall be effective as delivery of an original executed counterpart of this Agreement or such other Loan Document. Unless otherwise indicated, all references to the time of a day in a Loan Document shall refer to New York time.

SECTION 11.3.    Payment of Costs and Expenses.    The Borrower agrees to pay on demand all reasonable out-of-pocket fees, costs and expenses of the Agents (including the fees and expenses of Mayer, Brown, Rowe & Maw, counsel to the Agents and of local counsel, if any, who may be retained by or on behalf of the Agents) in connection with

(a) the negotiation, preparation, execution and delivery of each Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to any Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; and

(b) the filing or recording of any Loan Document (including the Filing Statements) and all amendments, supplements, amendments and restatements and other modifications to any thereof, searches made following the Closing Date in jurisdictions where Filing Statements (or other documents evidencing Liens in favor of the Secured Parties) have been recorded and any and all other documents or instruments of further assurance required to be filed or recorded by the terms of any Loan Document, in each case as necessary to create, maintain or continue perfection of the Liens purported to be granted pursuant to the Loan Documents; and

(c) the preparation and review of the form of any document or instrument relevant to any Loan Document.

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The Borrower further agrees to pay, and to save each Secured Party harmless from all liability for, any Other Taxes which may be payable in connection with the execution or delivery of each Loan Document, the Credit Extensions or the issuance of the Notes. The Borrower also agrees to reimburse each Secured Party upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and legal expenses of counsel to each Secured Party) incurred by such Secured Party after the occurrence and during the continuance of an Event of Default in connection with (x) the negotiation of any restructuring or “work-out” with the Borrower, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

SECTION 11.4.    Indemnification.    In consideration of the execution and delivery of this Agreement by each Secured Party, the Borrower hereby indemnifies, exonerates and holds each Secured Party and each of their respective officers, directors, employees and agents (collectively, the “Indemnified Parties”) free and harmless from and against any and all actions, causes of action, suits, losses, costs, liabilities and damages, and expenses (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), including reasonable attorneys’ fees and disbursements, whether incurred in connection with actions between or among the parties hereto (provided that, in any such action involving any Obligor and such Indemnified Party, such action is substantially resolved in favor of such Indemnified Party) or the parties hereto and third parties (collectively, the “Indemnified Liabilities”), in each case incurred by the Indemnified Parties or any of them as a result of, or arising out of, or relating to

(a) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Credit Extension, including all Indemnified Liabilities arising in connection with the Transactions;

(b) the entering into and performance of any Loan Document by any of the Indemnified Parties (including any action brought by or on behalf of the Borrower as the result of any determination by the Required Lenders pursuant to Article V not to fund any Credit Extension, provided that any such action is resolved in favor of such Indemnified Party);

(c) with respect to any properties of the Obligors, any investigation, litigation or proceeding related to any environmental cleanup, audit, compliance or other matter relating to the protection of the environment or the Release by any Obligor or any Subsidiary thereof of any Hazardous Material;

(d) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, discharging or releases from, any real property owned or operated by any Obligor or any Subsidiary thereof of any Hazardous Material (including any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Law), regardless of whether caused by, or within the control of, such Obligor or Subsidiary; or

(e) each Lender’s Environmental Liability (the indemnification herein shall survive repayment of the Obligations and any transfer of the property of any Obligor or its Subsidiaries by foreclosure or by a deed in lieu of foreclosure for any Lender’s

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Environmental Liability, regardless of whether caused by, or within the control of, such Obligor or such Subsidiary);

provided, however, that, to the extent a court of competent jurisdiction has finally determined that any such Indemnified Liabilities are the result of the gross negligence or willful misconduct of an Indemnified Party, the Borrower shall not have any obligation to indemnify such Indemnified Party. Each Obligor and its successors and assigns hereby waive, release and agree not to make any claim or bring any cost recovery action against, any Indemnified Party under CERCLA or any state equivalent, or any similar law now existing or hereafter enacted. It is expressly understood and agreed that to the extent that any Indemnified Party is strictly liable under any Environmental Laws, each Obligor’s obligation to such Indemnified Party under this indemnity shall likewise be without regard to fault on the part of any Obligor with respect to the violation or condition which results in liability of an Indemnified Party. If and to the extent that the foregoing undertaking may be unenforceable for any reason, each Obligor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.

SECTION 11.5.    Survival.    The obligations of the Borrower under Sections 4.3, 4.4, 4.5, 4.6, 11.3 and 11.4, and the obligations of the Lenders under Section 9.1, shall in each case survive any assignment from one Lender to another (in the case of Sections 11.3 and 11.4) and the occurrence of the Termination Date. The representations and warranties made by each Obligor in each Loan Document shall survive the execution and delivery of such Loan Document.

SECTION 11.6.    Severability.    Any provision of any Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of such Loan Document or affecting the validity or enforceability of such provision in any other jurisdiction.

SECTION 11.7.    Headings.    The various headings of each Loan Document are inserted for convenience only and shall not affect the meaning or interpretation of such Loan Document or any provisions thereof.

SECTION 11.8.    Execution in Counterparts, Effectiveness, etc.    This Agreement may be executed by the parties hereto in several counterparts, each of which shall be an original and all of which shall constitute together but one and the same agreement. This Agreement shall become effective when counterparts hereof executed on behalf of the Parent, the Borrower, the Administrative Agent and each Lender (or notice thereof satisfactory to the Administrative Agent), shall have been received by the Administrative Agent.

SECTION 11.9.    Governing Law; Entire Agreement.    EACH LOAN DOCUMENT (OTHER THAN THE LETTERS OF CREDIT, TO THE EXTENT SPECIFIED BELOW AND EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN A LOAN DOCUMENT) WILL EACH BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5–1401 AND 5–1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE

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OF NEW YORK). EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT, OR IF NO LAWS OR RULES ARE DESIGNATED, THE INTERNATIONAL STANDBY PRACTICES (ISP98––INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NUMBER 590 (THE “ISP RULES”)) AND, AS TO MATTERS NOT GOVERNED BY THE ISP RULES, THE INTERNAL LAWS OF THE STATE OF NEW YORK. The Loan Documents constitute the entire understanding among the parties hereto with respect to the subject matter thereof and supersede any prior agreements, written or oral, with respect thereto.

SECTION 11.10.    Successors and Assigns.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor the Parent may assign or otherwise transfer any of its respective rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by either the Parent or the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnified Parties) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Any Lender may assign to one or more Eligible Assignees pursuant to a Lender Assignment Agreement, all or any portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and/or the Loans at the time owing to it); provided, however, that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitments and/or the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitments (which for this purpose includes Loans outstanding thereunder) and/or principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Lender Assignment Agreement with respect to such assignment is delivered to the Administrative Agent) shall not be less than (x) $1,000,000, in the case of any assignment of any Term Loan and (y) $5,000,000, in the case of any assignment of any Revolving Loan and/or Revolving Loan Commitment unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed), (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans and/or the Commitments assigned and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent a Lender Assignment Agreement. No assignee or assignor shall be required to pay any assignment fee to the Administrative Agent in connection with any assignment of Term Loans. The assignor Lender or the Assignee Lender must pay a processing fee in the amount of $3,000 to the Administrative Agent upon delivery of any Lender Assignment Agreement assigning any Revolving Loans and/or any Revolving Loan Commitments;

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provided, however that if assignments are (A) made to or from an Approved Fund or (B) from a Lender to any other Lender or an Affiliate of any other Lender, such fee shall be waived. Subject to acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Section, from and after the Closing Date specified in each Lender Assignment Agreement, the Eligible Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Lender Assignment Agreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Lender Assignment Agreement, be released from its obligations under this Agreement (and, in the case of a Lender Assignment Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto, but shall continue to be entitled to the benefits of any provisions of this Agreement which by their terms survive the termination of this Agreement). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d). If the consent of the Borrower to an assignment or to an Eligible Assignee is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified in this Section), the Borrower shall be deemed to have given its consent five Business Days after the date notice thereof has been delivered to the Borrower by the assigning Lender (through the Administrative Agent) unless such consent is given expressly by the Borrower prior to such fifth Business Day.

(c) The Administrative Agent shall record assignments made in accordance with this Section in the Register in accordance with clause (b) of Section 2.7.

(d) Any Lender may, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitments and/or the Loans owing to it); provided, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement with respect to the following: (i) any reduction in the interest rate or amount of fees that such Participant is otherwise entitled to, (ii) a decrease in the principal amount of, or an extension of the final Stated Maturity Date of, any Loan in which such Participant has purchased a participating interest or (iii) a release of all or substantially all of the collateral security under the Loan Documents or all or substantially all of the Guarantors from their Obligations, in each case except as otherwise specifically provided in a Loan Document; provided, that the Borrower acknowledges and agrees that each Participant, for purposes of Sections 4.3, 4.4, 4.5, 4.6, 4.8, 4.9, 7.1.1, 11.3 and 11.4, shall be considered a Lender. Each Participant shall only be indemnified for increased costs

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pursuant to Section 4.3, 4.5 or 4.6 if and to the extent that the Lender which sold such participating interest to such Participant concurrently is entitled to make, and does make, a claim on the Borrower for such increased costs. Any Lender that sells a participating interest in any Loan, Commitment or other interest to a Participant under this Section shall indemnify and hold harmless the Borrower and the Administrative Agent from and against any taxes, penalties, interest or other costs or losses (including reasonable attorneys’ fees and expenses) incurred or payable by the Borrower or the Administrative Agent as a result of the failure of the Borrower or the Administrative Agent to comply with its obligations to deduct or withhold any Taxes from any payments made pursuant to this Agreement to such Lender or the Administrative Agent, as the case may be, which Taxes would not have been incurred or payable if such Participant had been a Non-U.S. Lender that was entitled to deliver to the Borrower, the Administrative Agent or such Lender, and did in fact so deliver, a duly completed and valid Form W-8BEN or W-8ECI (or applicable successor form) entitling such Participant to receive payments under this Agreement without deduction or withholding of any United States federal taxes.

(e) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (i) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or in support of its obligations to its trustee, as applicable and (ii) in connection with any securitization of any portfolio loans of such Lender, in each case without the prior written consent of any other Person; provided, that, that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee, trustee or assignee for such Lender as a party hereto.

(f) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Bank”) may grant to a special purpose funding vehicle (a “SPC”), identified as such in writing from time to time by the Granting Bank to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Bank would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Bank shall be obligated to make such Loan pursuant to the terms hereof. The making of an Loan by a SPC hereunder shall utilize the Commitment of the Granting Bank to the same extent, and as if, such Loan were made by such Granting Bank. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Bank). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section, any SPC may (i) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting

91

Bank or to any financial institutions (consented to by the Borrower and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC.

SECTION 11.11.    Other Transactions.    Nothing contained herein shall preclude the Administrative Agent, any Issuer or any other Lender from engaging in any transaction, in addition to those contemplated by the Loan Documents, with the Borrower or any of its Affiliates in which the Borrower or such Affiliate is not restricted hereby from engaging with any other Person.

SECTION 11.12.    Forum Selection and Consent to Jurisdiction.    ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, ANY LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, THE LENDERS, ANY ISSUER, THE PARENT OR THE BORROWER IN CONNECTION HEREWITH OR THEREWITH MAY BE BROUGHT AND MAINTAINED IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE ADMINISTRATIVE AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. THE BORROWER AND THE PARENT IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK AT THE ADDRESS FOR NOTICES SPECIFIED IN SECTION 11.2. THE BORROWER AND THE PARENT HEREBY EXPRESSLY AND IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE BORROWER OR THE PARENT HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE BORROWER AND THE PARENT HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS.

SECTION 11.13.    Waiver of Jury Trial.    THE ADMINISTRATIVE AGENT, EACH LENDER, EACH ISSUER, THE PARENT AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR

92

IN CONNECTION WITH, EACH LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, SUCH LENDER, SUCH ISSUER, THE PARENT OR THE BORROWER IN CONNECTION THEREWITH. THE BORROWER AND THE PARENT ACKNOWLEDGE AND AGREE THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT, EACH LENDER AND EACH ISSUER ENTERING INTO THE LOAN DOCUMENTS.

SECTION 11.14.    Confidentiality.    The Lenders and Agents shall hold all non–public information obtained pursuant to or in connection with this Agreement about the Parent or any of its Subsidiaries in accordance with their customary procedures for handling confidential information of this nature, but may make disclosure to any of their examiners, Affiliates, outside auditors, counsel and other professional advisors or to any direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section) in connection with this Agreement or as reasonably required by any potential bona fide transferee, participant or assignee, or in connection with the exercise of remedies under a Loan Document, or as requested by any governmental agency or representative thereof or pursuant to legal process or to any quasi-regulatory authority (including the National Association of Insurance Commissioners); provided, however, that

(a) unless specifically prohibited by applicable law or court order, each Lender and each Agent shall notify the Parent of any request by any governmental agency or representative thereof (other than any such request in connection with an examination of the financial condition of such Lender by such governmental agency) for disclosure of any such non-public information prior to or within a reasonable time after disclosure of such information;

(b) prior to any such disclosure pursuant to this Section, each Lender shall require any such bona fide transferee, participant and assignee receiving a disclosure of non-public information to agree in writing (i) to be bound by this Section 11.14; and (ii) to require such Person to require any other Person to whom such Person discloses such non-public information to be similarly bound by this Section; and

(c) except as may be required by an order of a court of competent jurisdiction and to the extent set forth therein, no Lender shall be obligated or required to return any materials furnished by the Parent or any Subsidiary.

93

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the day and year first above written.

GRAPHIC PACKAGING INTERNATIONAL CORPORATION
By:	___________________________________
	Title:

GRAPHIC PACKAGING CORPORATION
By:	___________________________________
	Title:

MORGAN STANLEY SENIOR FUNDING, INC.,
as the Administrative Agent, Lead Arranger and as a Lender
By:	____________________________________
	Title:

CREDIT SUISSE FIRST BOSTON,
as the Syndication Agent, a Lead Arranger and as a Lender
By:	____________________________________
	Title:
By:	____________________________________
	Title:

LENDERS:
[NAME OF LENDER]
By:	____________________________________
	Title:

LASALLE BANK NATIONAL ASSOCIATION
By:	____________________________________
	Title:

U.S. BANK NATIONAL ASSOCIATION
By:	____________________________________
	Title:

WELLS FARGO BANK, N.A.
By:	____________________________________
	Title:

VECTRA BANK COLORADO, N.A.
By:	____________________________________
	Title:

TRANSAMERICA BUSINESS CAPITAL CORPORATION
By:	____________________________________
	Title:

ALLFIRST BANK
By:	____________________________________
	Title:
By:	____________________________________
	Title:

GENERAL ELECTRIC CAPITAL CORPORATION
By:	____________________________________
	Title:

WEBSTER BANK
By:	____________________________________
	Title:

CREDIT SUISSE FIRST BOSTON
By:	____________________________________
	Title:
By:	____________________________________
	Title:

RZB FINANCE LLC
By:	____________________________________
	Title:
By:	____________________________________
	Title:

METROPOLITAN LIFE INSURANCE COMPANY
By:	____________________________________
	Title:

ORIX FINANCIAL SERVICES, INC.
By:	____________________________________
	Title:

NATIONAL MUTUAL INSURANCE COMPANY
By:	____________________________________
	Title:
NATIONAL MUTUAL FIRE INSURANCE COMPANY
By:	____________________________________
	Title:

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND
By:	____________________________________
	Title:

SCHEDULE I

DISCLOSURE SCHEDULE TO CREDIT AGREEMENT

ITEM 6.7.	Litigation.
ITEM 6.8.	Existing Subsidiaries.
ITEM 6.11.	Employee Benefit Plans.
ITEM 6.12.	Environmental Matters.
ITEM 7.2.2(b)	Indebtedness to be Paid.

CREDITOR OUTSTANDING PRINCIPAL AMOUNT

ITEM 7.2.3(c)	Ongoing Liens.
ITEM 7.2.5(a)	Ongoing Investments.

SCHEDULE II

NOTICE INFORMATION FOR BORROWER AND PARENT:

Graphic Packaging Corporation

Graphic Packaging International Corporation

4455 Table Mountain Drive

Golden, Colorado 80403

Attention:

Fax:

PERCENTAGES;  LIBOR OFFICE;  DOMESTIC OFFICE

			PERCENTAGES
NAME AND NOTICE ADDRESS OF LENDER	LIBOR OFFICE	DOMESTIC OFFICE	REVOLVING LOAN COMMITMENT	TERM LOAN COMMITMENT
Morgan Stanley Senior Funding, Inc. 1221 Avenue of the Americas 35th Floor New York, NY 10020 Attn: Stephen Lehner Ph: 212-762-5809 Fax: 212-762-9181	[Same as Domestic Office]	Morgan Stanley Senior Funding, Inc. 1221 Avenue of the Americas 35th Floor New York, NY 10020 Attn: Larry Benison Ph: 212-537-1439 Fax: 212-762-9181	17.27272727%	71.71428571%
Credit Suisse First Boston 11 Madison Avenue New York, NY 10010 Attn: Theresa Sui Ph: 212-538-3363 Fax: 212-536-6851	[Same as Domestic Office]	Credit Suisse First Boston 11 Madison Avenue New York, NY 10010 Attn: Theresa Sui Ph: 212-538-3363 Fax: 212-536-6851	17.27272727%	7.14285714%

			PERCENTAGES
NAME AND NOTICE ADDRESS OF LENDER	LIBOR OFFICE	DOMESTIC OFFICE	REVOLVING LOAN COMMITMENT	TERM LOAN COMMITMENT
LaSalle Bank National Association 135 S. LaSalle St. Suite #1111 Chicago, IL 60606 Attn: Keith J. Cable Ph: 312-904-7621 Fax: 312-904-6242	[Same as Domestic Office]	LaSalle Bank National Association 135 S. LaSalle St. Room 1425 Chicago, IL 60603 Attn: William Verven Ph: 312-904-9011 Fax: 312-904-6373	8.72727273%	0%
U.S. Bank National Association 918th Street – 4th Floor Denver, CO 80202 Attn: Thomas J. McCarthy Ph: 303-585-4234 Fax: 303-585-6116	[Same as Domestic Office]	U.S. Bank National Association 918th Street – 4th Floor Denver, CO 80202 Attn: Mary S. Patten Ph: 503-275-3192 Fax: 503-275-8181	8.72727273%	0%
Wells Fargo Bank, N.A. 1740 Broadway Denver, CO 80274 Attn: John R. Hall Ph: 303-863-5180 Fax: 303-863-6670	[Same as Domestic Office]	Wells Fargo Bank, N.A. 1740 Broadway Denver, CO 80274 Attn: Sandy Mailloux Ph: 303-863-5769 Fax: 303-863-2729	7.27272727%	0%
Vectra Bank Colorado 2000 S. Colorado Blvd. Suite 2-1200 Denver, CO 80222 Attn: Kelly Condon Ph: 720-947-7675 Fax: 720-947-7760	[Same as Domestic Office]	Vectra Bank Colorado 2000 S. Colorado Blvd. Suite 2-1200 Denver, CO 80222 Attn: Terri Velayas Ph: 720-947-7786 Fax: 720-947-7760	7.27272727%	0%
General Electric Capital Corporation GE Capital – Commercial Finance 60 Long Ridge Road Stamford, CT 06927-5100 Attn: Alison P. Heely Ph: 203-357-6058 Fax: 203-316-7978	[Same as Domestic Office]	General Electric Capital Corporation GE Capital – Commercial Finance 201 High Ridge Road Stamford, CT 06927-5100 Attn: Heidi Benalcazar Ph: 203-357-3660 Fax: 203-603-8344	5.45454545%	4.57142857%

ii

			PERCENTAGES
NAME AND NOTICE ADDRESS OF LENDER	LIBOR OFFICE	DOMESTIC OFFICE	REVOLVING LOAN COMMITMENT	TERM LOAN COMMITMENT
Transamerica Business Capital Corporation 555 Theodore Frernd Avenue Suite C-301 Rye, New York 10580 Attn: Gary Luks Ph: 914-925-7273 Fax: 914-921-0110	[Same as Domestic Office]	Transamerica Business Capital Corporation 555 Theodore Frernd Avenue Suite C-301 Rye, New York 10580 Attn: Margaret Voltaire Ph: 914-925-7213 Fax: 914-925-7248	5.45454545%	2.28571429%
Orix Financial Services, Inc. 846 E. Algonquin Rd. Suite A100 Schaumburg, IL 60173 Attn: Christopher W. Coulomb Ph: 847-303-6082 Fax: 847-397-7845	[Same as Domestic Office]	Orix Financial Services, Inc. 846 E. Algonquin Rd. Suite A100 Schaumburg, IL 60173 Attn: Marla Melvin Ph: 847-303-6186 Fax: 847-397-7845	4.36363636%	1.71428571%
Allfirst Bank 25 S. Charles St. 14th Floor, 101-501 Baltimore, MD 21201 Attn: Mark Fidati Ph: 410-244-4197 Fax: 410-244-4295	[Same as Domestic Office]	Allfirst Bank 25 S. Charles St. 14th Floor, 101-501 Baltimore, MD 21201 Attn: Daniel Tritseff Ph: 410-244-4133 Fax: 410-244-4295	3.63636363%	2.85714286%
The Governor and Company of the Bank of Ireland La Touche House, I.F.S.C. Custom House Docks Dublin 1, Ireland Attn: Brendan McLoughlin Ph: 011 353 1 611 5332 Fax: 011 353 1 829 0129	[Same as Domestic Office]	The Governor and Company of the Bank of Ireland 5th Floor, Hume House, Ballsbridge Dublin 4, Ireland Attn: Mags Treacy Ph: 011 353 1 618 7470 Fax: 011 353 1 618 7490	3.63636363%	1.71428571%
RZB Finance LLC 1133 Avenue of the Americas 16th Floor New York, NY 10036 Attn: John Valiska Ph: 212-845-4130 Fax: 212-944-2093	[Same as Domestic Office]	RZB Finance LLC 1133 Avenue of the Americas 16th Floor New York, NY 10036 Attn: Peter Siggia Ph: 212-845-8340 Fax: 212-391-9870	3.63636363%	0%

iii

			PERCENTAGES
NAME AND NOTICE ADDRESS OF LENDER	LIBOR OFFICE	DOMESTIC OFFICE	REVOLVING LOAN COMMITMENT	TERM LOAN COMMITMENT
Metropolitan Life Insurance Company 334 Madison Avenue Convent Station, NJ 07961 Attn: Rick Richert Ph: 973-254-3207 Fax: 973-254-3032	[Same as Domestic Office]	Metropolitan Life Insurance Company 4100 Boy Scout Boulevard Tampa, FL 33607 Attn: Neil Fredricks Ph: 813-801-2455 Fax: 813-801-2515	2.90909091%	4.57142857%
Webster Bank 185 Asylum St. City Place II, 3rd Floor Hartford, CT 06103-3494 Attn: John Gilsenan, Scott Roth Ph: 860-692-1343, 860-692-1385 Fax: 860-947-1872	[Same as Domestic Office]	Webster Bank 185 Asylum St. City Place II, 3rd Floor Hartford, CT 06103-3494 Attn: Donna A. Long Ph: 860-692-1353 Fax: 860-947-1872	2.90909091%	1.14285714%
Nationwide Life Insurance Company One Nationwide Plaza 1-33-05 Columbus, OH 43215 Attn: Ron Serpico Ph: 614-677-8969 Fax: 614-249-4698	[Same as Domestic Office]	Nationwide Life Insurance Company One Nationwide Plaza 1-33-05 Columbus, OH 43215 Attn: Joy Harris Ph: 614-249-6892 Fax: 614-249-2152	1.45454545%	2.28571429%

iv

SCHEDULE III

Real Estate with Title Insurance

ADDRESS	CITY/STATE	AMOUNT
4455 Table Mountain Drive	Golden, CO	$	14,600,000
2005-2006 Liberty Avenue	Lawrenceburg, TN	$	9,000,000
1500 North Pitcher Street	Kalamazoo, MI	$	14,830,000
1700 W. Ash Ave.,	Mitchell, SD	$	8,100,000
3400 N. Marine Drive	Portland, OR	$	17,330,000
200 W. Bridge Street	Wausau, WI	$	4,363,695

SCHEDULE IV

Existing Hedging Arrangements

Hedge Provider	Exposure Amount on Closing Date	Expiration
Interest rate hedges pursuant to the Master Agreement, dates as of August 27, 1999, between the Parent and Wachovia Bank, N.A.	$700,000	September 3, 2002

SCHEDULE V

Subsidiary Guarantors

Graphic Packaging Holdings, Inc.

GAC Aluminum Corporation

Golden Technologies Company, Inc.

Golden Equities, Inc.

Lauener Engineering Limited

EX-10.15

Exhibit 10.15

AMENDED AND RESTATED

GRAPHIC PACKAGING INTERNATIONAL CORPORATION

EXECUTIVE EMPLOYMENT AGREEMENT

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT between Graphic Packaging International Corporation, a Colorado corporation (the “Company”), each of the affiliated companies (as defined in Section 1(c)) and                      (the “Executive”), is dated and effective as of March 22, 2002.

The Executive is currently employed by the Company and has executed an Employment Agreement dated May 19, 2000 (the “2000 Agreement”). The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the threat or occurrence of a Change of Control (as defined below) of the Company and to amend the 2000 Agreement in recognition of the increasingly competitive environment. The Board believes that it is imperative to diminish the distraction of the Executive from Company business because of personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control. This Agreement is intended to provide the Executive with compensation and benefits arrangements upon a Change of Control that will ensure that the compensation and benefits expectations of the Executive will be satisfied on terms that are competitive with those of other corporations. This Agreement shall amend and restate in its entirety the 2000 Agreement.

The parties agree as follows:

1.  Certain Definitions.

(a)  The “Effective Date” shall mean the first date on which a Change of Control (as defined in Section 2) occurs during the Change of Control Period (as defined in Section 1 (b)). If a Change of Control occurs and if the Executive’s employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control the public announcement of which was made within three months following such termination, then for all purposes of this Agreement the “Effective Date” shall mean the date immediately prior to the date of such termination of employment.

(b)   The “Change of Control Period” shall mean the period commencing on the date hereof and ending on the third anniversary of the date hereof; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the “Renewal Date”), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date, unless at least 60

Amended and Restated Graphic Packaging International Corporation Executive Employment Agreement (March 2002) 

days prior to the Renewal Date the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.

(c)  “Base Salary” shall mean the salary payable to the Executive which shall be paid at a monthly rate, at least equal to twelve times the highest monthly base salary paid or payable, including any base salary which has been earned but deferred, to the Executive by the Company and its affiliated companies in respect of the twelve-month period immediately preceding the month in which the Base Salary determination is made under Section 4(b)(i). As used in this Agreement, the term “affiliated companies” shall include any company controlled by, controlling or under common control with the Company.

2.  Change of Control.    For the purpose of this Agreement, a “Change of Control” shall mean:

(a)  The acquisition by any individual, entity or group (within the meaning of Section 13(d) (3) or 14(d) (2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of either (i) 50% or more of either (A) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”) or (ii) a number of shares of Outstanding Company Common Stock or Outstanding Company Voting Securities which is greater in number than the number of shares held by the Adolph Coors, Jr. Trust, any individual who or entity which has been, is or in the future becomes a trustee thereof, any other trust the primary beneficiaries of which are descendants of Adolph Coors, Sr. or spouses of such descendants, any individual who or entity which has been, is or in the future becomes a trustee of such trusts, and/or any entity formed by such trusts or trustees, and as a result of an acquisition described in (i) and (ii) above, directors designated by such person at the time of or subsequent to the acquisition constitute a majority of the Board; provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, (iv) any acquisition by the Adolph Coors, Jr. Trust, any individual who or entity which has been, is or in the future becomes a trustee thereof, any other trust the primary beneficiaries of which are descendants of Adolph Coors, Sr. or spouses of such descendants, any individual who or entity which has been, is or in the future becomes a trustee of any such trusts, and/or any entity formed by such trusts or trustees, or (v) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of this Section 2; or

(b)  individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though

Amended and Restated Graphic Packaging International Corporation Executive Employment Agreement (March 2002)

2

such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(c) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination, or the combined voting power of the then-outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Incumbent Board, providing for such Business Combination; or

(d)  consummation of a reorganization, merger, or consolidation with another corporation or business entity not already under common control with the Company, or acquisition of stock or assets of such other corporation or business entity, if the market capitalization of the other corporation or entity, or the stock or assets acquired, is equal to or greater than the Company’s market capitalization immediately prior to the closing of such transaction (a “Business Acquisition”); or

(e)  approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

3.  Employment Period.    The Company hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Company subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date as defined in Section 1 and ending on the third anniversary of such date (the “Employment Period”).

4.  Terms of Employment.

Amended and Restated Graphic Packaging International Corporation Executive Employment Agreement (March 2002)

3

(a)     Position and Duties.

(i)  During the Employment Period, the Executive’s position (including status, offices, and titles), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date.

(ii)  During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period Executive may (A) serve on boards or committees of other organizations, (B) teach, and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. To the extent that any such activities have been conducted by the Executive and by other executives of the Company prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company.

(b)    Compensation.

(i)  Base Salary.    During the Employment Period, the Executive shall receive his Base Salary determined as of the Effective Date, which shall be reviewed no more than twelve months after the last salary increase awarded to the Executive prior to the Effective Date and thereafter at least annually. Any increase in Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Base Salary shall not be reduced after any such increase and the term Base Salary as utilized in this Agreement shall refer to Base Salary as so increased.

(ii)  Annual Bonus.    In addition to Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash at least equal to the Executive’s highest bonus (including any bonus deferred by the Executive) under the Company’s bonus plan, or any comparable bonus under any predecessor or successor plan, for the last three full fiscal years prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year) (the “Recent Annual Bonus”). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

(iii)  Incentive, Savings and Retirement Plans.    During the Employment Period, the Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other peer executives of the Company

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and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the Executive under such plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies.

(iv)  Welfare Benefit Plans.    During the Employment Period, the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies.

(v)  Expenses.    During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and its affiliated companies in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

(vi)  Fringe Benefits.    During the Employment Period, the Executive shall be entitled to fringe benefits (“Fringe Benefits”) including, without limitation, tax and financial planning services, payment of club dues, and, if applicable, use of an automobile and payment of related expenses, (or, in lieu thereof, cash payments paid as a perquisite allowance) in accordance with the most favorable plans, practices, programs and policies of the Company and its affiliated companies in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

(vii)  Office and Support Staff.    During the Employment Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to secretarial and other assistance, at least equal to the most favorable of the foregoing provided to the Executive by the Company and its affiliated companies at any time

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during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as provided generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

(viii)  Vacation.    During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its affiliated companies as in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

5.    Termination of Employment.

(a)    Death or Disability.    The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 14(b) of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that, within the thirty days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. For purposes of this Agreement, “Disability” shall mean the absence of the Executive from the Executive’s duties with the Company on a full-time basis for 180 consecutive days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative. Nothing in this Section 5(a) shall affect the Company’s ability to reduce Executive’s salary to the extent such reductions are offset by disability insurance payments to Executive.

(b)    Cause.    The Company may terminate the Executive’s employment during the Employment Period for Cause. For purposes of this Agreement, “Cause” shall mean:

(i)  the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its affiliated companies (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board or the Chairman of the Board or Chief Executive Officer of the Company which specifically identifies the manner in which the Board or Chief Executive Officer believes that the Executive has not substantially performed the Executive’s duties, or

(ii)  the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.

For purposes of this provision, no act or failure to act, on the part of the

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Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail.

(c)    Good Reason.    The Executive’s employment may be terminated by the Executive during the Employment Period for Good Reason. For purposes of this Agreement, “Good Reason” shall mean:

(i)  the assignment to the Executive of any duties inconsistent in any respect with the Executive’s position (including status, offices, and titles), authority, duties or responsibilities as contemplated by Section 4(a) of this Agreement, or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities, including without limitation, changes to the Executive’s position in any succeeding surviving corporate entity in comparison to the position previously held with the Company, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of such notice thereof given by the Executive;

(ii)  any failure by the Company to comply with any of the provisions of Section 4(b) of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(iii)  any purported termination by the Company of the Executive’s employment otherwise than as expressly permitted by this Agreement;

(iv)  any failure by the Company to comply with and satisfy Sections 9(c) and 10 of this Agreement; or

(v)  the Company requiring (A) that Executive relocate Executive’s principal business office from the greater Denver, Colorado metropolitan area or (B) travel on Company business to a substantially greater extent than required immediately prior to the Effective Date.

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(d)    Notice of Termination.    Any termination by the Company for Cause, not for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 14(b) of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than thirty days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

(e)    Date of Termination.    “Date of Termination” means (i) if the Executive’s employment is terminated by the Company for Cause, or by the Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein, as the case may be, (ii) if the Executive’s employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies the Executive of such termination and (iii) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be.

6.    Obligations of the Company upon Termination.

(a)    Good Reason; Other Than for Cause.    If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause or the Executive shall terminate employment for Good Reason:

(i)  the Company shall pay to the Executive in a lump sum in cash within thirty days after the Date of Termination the aggregate of the following amounts:

A.    the sum of (1) the Executive’s Base Salary through the Date of Termination to the extent not theretofore paid, (2) the greater of (A) the Recent Annual Bonus and (B) the Annual Bonus paid or payable (including any bonus or portion thereof which has been earned but deferred), pro rated through the Date of Termination to the extent not theretofore paid, (3) any accrued and unpaid Fringe Benefits, and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”); and

B.    the amount equal to the product of (1) three and (2) the Executive’s highest Base Salary during any of the three years preceding the Date of Termination;

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plus an amount equal to the Executive’s highest Base Salary during any of the three years preceding the Date of Termination multiplied by the highest percentage payout of the Executive’s bonus under the Short Term Incentive Program (or any successor short term bonus plan or program) in comparison to salary (annualized in the event that Executive was not employed by the Company for the whole of such applicable period) paid and/or accrued in any of the three years receding the Date of Termination; plus the highest one-year cash equivalent amount of Fringe Benefits paid to the Executive in any of the three calendar years preceding the Date of Termination. This amount will be reduced by the amounts paid, if any, to the Executive under the Company’s Severance Pay Plan (or any successor severance pay plan) as a result of such termination; provided, however, that if the Executive’s benefits under the Company’s Severance Pay Plan (or any successor severance pay plan) exceed the amounts payable under this Section, the Executive shall be entitled to such benefits and shall not be entitled to the payments provided for under this Section 6(a)(i);

(ii)  for three years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families (to the extent permitted by law, or, if nor permitted by law, provided under nonqualified arrangements); provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical benefits provided by the Company shall no longer be available to the Executive and the other welfare benefits described herein shall become secondary to those provided under such other plan during such applicable period of eligibility;

(iii)  for twelve months following the Date of Termination, if the Company has terminated this Agreement for other than Cause, the Company shall, at its sole expense as incurred to an aggregate of $15,000, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion;

(iv)  to the extent not therefore paid or provided the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as “Other Benefits”); provided, however, Other Benefits shall exclude any benefits under the Company’s Severance Pay Plan;

(v)  the Executive shall receive payment of benefits under any Supplemental Executive Retirement Plan (“SERP”) in which the Executive participates in effect as of the Date of Termination in accordance with the provisions of the SERP. The SERP benefit shall be a lump sum payment in an amount equal to the benefit payable under the SERP adjusted

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by crediting the Executive with five additional years of credited service for benefit accrual and vesting and five additional years of age, both measured from the Date of Termination. The amount of any such benefit shall be calculated as of the Date of Termination in accordance with the terms of the SERP, and the payment of such benefit shall be in lieu of any other payment under the SERP.

(b)  Death.    If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Period, this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement other than for payment of Accrued Obligations, and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination. With respect to the provision of Other Benefits, the term “Other Benefits” as utilized in this Section 6(b) shall include, without limitation, and the Executive’s estate and/or beneficiaries shall be entitled to receive, benefits at least equal to the most favorable benefits provided by the Company and affiliated companies to the estates and beneficiaries of peer executives of the Company and such affiliated companies under such plans, program, practices and policies relating to death benefits, if any, as in effect with respect to other peer executives and their beneficiaries at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive’s estate and/or Executive’s beneficiaries, as in effect on the date of the Executive’s death with respect to other peer executives of the Company and its affiliated companies and their beneficiaries.

(c)  Disability.    If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. With respect to the provision of Other Benefits, the term “Other Benefits” as utilized in this Section 6(c) shall include and the Executive shall be entitled after the Disability Effective Date to receive disability benefits at least equal to the most favorable benefits provided by the Company and affiliated companies to disabled executives and/or their families in accordance with such plans, programs, practices and policies relating to disability if any, as in effect with respect to other peer executives and their families at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or Executives’ families, as in effect on the date of the Executive’s Disability with respect to other peer executives of the Company and its affiliated companies and their families.

(d)  Cause; Other than for Good Reason.    If the Executive’s employment shall be terminated for Cause during the Employment Period or the Executive shall terminate employment other than for Good Reason, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive (x) his Annual Base Salary through the Date of Termination, (y) the amount of any compensation previously deferred by the Executive, and (z) Other Benefits, but only to the extent earned, nonforfeitable, currently payable and unpaid, as of the date of termination. If the Executive voluntarily terminates employment during the Employment Period, excluding a termination for Good Reason, this

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Agreement shall terminate without further obligations to the Executive other than the timely payment or provision of Other Benefits.

7.    Nonexclusivity of Rights.    Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company or any of its affiliated companies and for which the Executive may qualify, nor, subject to Section 14(f), shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its affiliated companies. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its affiliated companies at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement.

8.    Full Settlement.    The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment.

9.    Stock Options and Long Term Incentive Bonus After Change of Control.

(a)  Upon the Effective Date, to the extent that they have not been previously paid to the Executive or have not expired, the Company shall pay all Cash Target amounts under its Long Term Incentive Plan regardless of whether applicable debt ratios have been achieved.

(b)  Upon the Effective Date, any outstanding options previously granted to the Executive pursuant to the Company’s Equity Incentive Plan, similar employee stock option plan or Long Term Incentive Plan, shall vest immediately and become immediately exercisable in full, and the term of any such options shall be ten (10) years from the original date of grant.            In the event of a Change of Control which results in substitution, conversion or replacement of the Outstanding Company Common Stock, Outstanding Company Voting Securities or any other shares to which the options relate, then within 30 days of issuance of the substituted, converted or new shares, the Executive shall have the right to either (i) convert the vested options to vested options to acquire the substituted, converted or new shares, exercisable for a period of ten years following the Effective Date; or (ii) receive payment in cash (net of applicable withholding taxes) of the amount of the spread between the then fair market value of the relevant Outstanding Company Common Stock, Outstanding Company Voting Securities, or the other shares subject to option and the exercise price under the option measured as of the Effective Date.

(c)  All amounts provided for under this Section 9 included in the calculation subject to the excise tax described in Paragraph 10 shall be subject to the provisions of Paragraph 10.

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10.    Certain Additional Payments by the Company.

(a)  Notwithstanding anything to the contrary contained herein, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this agreement but determined without regard to any additional payments required under Section 9(c) and/or 10 (a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) or any comparable federal, state or local excise tax, (such excise tax, together with any interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in such an amount that after the payment of all taxes (including, without limitation, any interest and penalties on such taxes and the Excise Tax) on the Payment and on the Gross-Up Payment, Executive shall retain an amount equal to the Payment minus all applicable taxes on the Payment, provided however, that Executive will be entitled to receive a Gross-Up Payment only if the amount of the parachute payments as defined in Section 280G(b)(2) of the Code exceeds $50,000 plus 2.99 times the Executive’s Base Amount as defined in Section 280G(b)(3) of the Code, and provided further, that if Executive is not entitled to receive a Gross-Up Payment, the Executive will receive only an amount of the parachute payments that would not include any excess parachute payments as defined in Section 280G(b)(1) of the Code. The intent of the parties is that the Company shall be solely responsible for, and shall pay, any Excise Tax on any Payment and Gross-Up Payment and any income and employment taxes (including, without limitation, penalties and interest) imposed on any Gross-Up Payment, as well as any loss of tax deduction caused by the Gross-Up Payment.

(b)  All determinations required to be made under this Section, including, without limitation, whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determinations, shall be made by PricewaterhouseCoopers LLP or any other nationally recognized accounting firm which is the Company’s outside auditor at the time of such determinations, which firm must be reasonably acceptable to Executive (the “Accounting Firm”). The Company shall cause the Accounting Firm to provide detailed supporting calculations to the Company and Executive within fifteen (15) business days after notice is given by Executive to the Company that there has been a Payment, or such earlier time as is requested by the Company. Within two (2) business days after said notice is given to the Company, the Company shall instruct the Accounting Firm to timely provide the data required by this Section 10 to Executive. All fees and expenses of the Accounting firm shall be borne solely by the Company. Any Gross-Up Payment as determined pursuant to this Section 10, shall be paid by the Company to the Internal Revenue Service and/or other appropriate taxing authority on Executive’s behalf within five (5) days after receipt of the Accounting Firm’s determination. If the Accounting Firm determines that there is substantial authority (within the meaning of Section 6662 of the Code) that no Excise Tax is payable by Executive, the Accounting Firm shall furnish Executive with a written opinion that failure to disclose or report the Excise Tax on Executive’s federal income tax return will not constitute a substantial understatement of tax or be reasonably likely to result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall

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be binding upon the Company and Executive in the absence of material mathematical or legal error. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payment will not have been made by the Company that should have been made (“Underpayment”) or that Gross-Up Payment have been made that should not have been made (“Overpayment”), in each case, consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 10 below and Executive hereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to the Internal Revenue Service or other appropriate taxing authority on Executive’s behalf or, if such Underpayment has been previously paid by Executive, to Executive. In the event that the Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive with interest at applicable federal rate provided for in Section 7872(f) (2) of the Code, due and payable within ninety (90) days after written demand to Executive by the Company; provided, however that Executive shall have no duty or obligation whatsoever to repay said loan unless Executive’s receipt of the Overpayment, or any portion thereof, is includible in Executive’s income and Executive’s repayment of same is not deductible by Executive for federal and state income tax purposes.

(c)  Executive shall notify the Company in writing of any claim by the Internal Revenue Service or state or local taxing authority, that, if successful, would result in any Excise Tax or an Underpayment (“Claim”). Such notice shall be given as soon as practicable but no later than fifteen (15) business days after Executive is informed in writing of the Claim and shall reprise the Company of the nature of the Claim, the administrative or judicial appeal period, and the date on which any payment of the claim must be paid. Executive shall not pay any portion of the claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any amount under the Claim is due). If the Company notifies Executive in writing prior to the expiration of such thirty (30) day period that it desires to contest the Claim, Executive shall:

(i)  give the Company any information reasonably requested by the Company relating to the Claim;

(ii)  take such action in connection with contesting the Claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation concerning the Claim by an attorney selected by the Company who is reasonably acceptable to Executive; and

(iii)  cooperate with the Company in good faith in order to effectively contest the Claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including, without limitation, additional interest and penalties and attorneys’ fees) incurred in such contests and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including, without limitation interest and penalties thereon) imposed as a result of such representation. Without limitation upon the foregoing provisions of the Section 10(b), except as provided below, the Company shall control all proceedings

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concerning such contest and, at its sole option, may pursue or forego any and all administrative appeal, proceedings, hearings and conferences with the taxing authority pertaining to the Claim. At the written request of the Company and upon payment to Executive of an amount at least equal to the Claim plus any additional amount necessary to obtain the jurisdiction of the appropriate tribunal and/or court (“Additional Sum”) Executive shall pay same and sue for a refund. Executive agrees to prosecute any contest of a Claim to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company requests Executive to pay the Claim and sue for interest-free basis, and shall indemnify and hold Executive harmless on an after-tax basis, from any Excise Tax or income tax (including, without limitation, interest and penalties thereon) imposed on such advance or for any imputed income on such advance. Any extension of the statute of limitations relating to assessment of any Excise Tax for the taxable year of Executive which is the subject of the Claim is to be limited solely to the Claim. Furthermore, the Company’s control of the contest shall be limited to issues for which a Gross-Up Payment would be payable hereunder. Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(d)  If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 10(c) above, Executive receives any refund of a Claim and/or any Additional Sum, Executive shall promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 10(c) above, a determination is made that Executive shall not be entitled to any refund of the Claim and the Company does not notify Executive in writing of its intent to contest such denial of refund of a Claim prior to the expiration of thirty (30) days after such determination, then the portion of such advance attributable to a Claim shall be forgiven and shall not be required to be repaid. The amount of such advance attributable to a Claim shall offset, to the extent thereof, the amount of the Underpayment required to be paid by the Company to Executive.

(e)  If, after the advance of an Additional Sum by the Company, there is a “Final Determination” (as defined below) made by the taxing authority that Executive is not entitled to any refund of such Additional Sum, or any portion thereof, then such nonrefundable amount shall be repaid to the Company by Executive within thirty (30) days after Executive receives notice of such Final Determination. A “Final Determination” shall occur when the period to contest or otherwise appeal any decision by an administrative tribunal or court of initial jurisdiction has been waived or the tie for contesting or appealing same has expired.

11.    Confidential Information, Non-competition.

(a)  The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive’s employment by the Company or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination

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of the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In no event shall an asserted violation of the provisions of this Section 11 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

(b)  Executive agrees that during the period that he is an employee of the Company or any of its subsidiaries, pursuant to this Agreement and for one year after the Date of Termination, he will not without the consent of the Company (i) Participate In (as defined below) any business or organization in the printing and packaging business (a “Competitor”) in a capacity that directly assists such Competitor in competing with the Company, any of its subsidiaries, or any company in which the Company owns at least 10% of the equity interests (an “Affiliate”), in a material respect in the printing and packaging business in the respective specific geographic areas where the Company or any of its subsidiaries or Affiliates conducted such businesses at the time Executive ceased to be an employee hereunder, (ii) own a controlling interest in a business or organization that competes in a material respect in the printing and packaging business in the respective specific geographic areas where the Company or any of its subsidiaries or Affiliates conducted such businesses at the time Executive ceased to be an employee hereunder, or (iii) solicit or interfere with, or endeavor to entice away from the Company or any of its subsidiaries or Affiliates any of their respective suppliers, customers or employees. The employment by Executive or a business that Executive Participates In of a person employed or formerly employed by the Company shall not be prohibited by the foregoing provision if such person sought out employment on his own initiative without initial encouragement by Executive. For purposes of this Section 11(b), the term “Participate In” shall mean: “directly or indirectly, for his own benefit or for, with or through any other person, firm or corporation, own, manage, operate, lend money to or participate in the ownership, management, operation or control of, or be connected as a director, officer, employee, partner, consultant, agent, independent contractor or otherwise with, or acquiesce in the use of his name in.” Notwithstanding the foregoing, Executive shall not be deemed to Participate In a business merely because he owns not more than 5% of the outstanding common stock of a corporation, if, at the time of its acquisition by Executive, such stock is listed on a national securities exchange, is reported on Nasdaq or is regularly traded in the over-the-counter market by a member of a national securities exchange.

(c)  Executive agrees that the provisions of this Section 11 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 11 shall be deemed to be invalid, illegal or unenforceable by reason of the extent, duration or geographical scope hereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby.

12.    Successors.

Amended and Restated Graphic Packaging International Corporation Executive Employment Agreement (March 2002)

15

(a)  This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

(b)  This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

13.    Arbitration.    Any claim or controversy arising out of or relating to this Agreement, or the breach thereof, shall be resolved by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and shall be conducted in Denver, Colorado. Judgment upon the award rendered by the arbitrator shall be final, binding and non-appealable, and may be entered as a judgment by any court having jurisdiction of the parties. The expenses of any such arbitration proceeding shall be borne by the Company, and the Company agrees to pay, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement.

14.    Waiver and Release of Claims.    As a condition to the receipt of payments and other benefits provided under Sections 6 and 9, Executive shall sign the Waiver and Release attached hereto and incorporated herein by reference as Exhibit A after termination from employment during the Employment Period and prior to receipt of any of the payments and benefits provided in Sections 6 and 9 (other than the Accrued Obligations described in Section 6(a)(i)A). Failure or refusal by the Executive to sign the Waiver and Release shall release the Company from any obligation to make payment or provide benefits described in Sections 6 and 9 (other than the Accrued Obligations described in Section 6(a)(i)A). Notwithstanding the foregoing, the Executive does not, and will not, by signing the Waiver and Release, release or waive his/her right to indemnification pursuant to the Company’s articles of incorporation, certificate of incorporation, bylaws, or director’s and officer’s liability insurance coverage.

15.    Miscellaneous.

(a)  This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b)  All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt

Amended and Restated Graphic Packaging International Corporation Executive Employment Agreement (March 2002)

16

requested, postage prepaid, addressed as follows:

If to the Executive, then to the address set forth opposite the Executive’s signature on the signature page.

If to the Company:

Graphic Packaging International Corporation

4455 Table Mountain Drive

Golden, Colorado 80403

Attention: Chairman of the Board

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(c)  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(d)  The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(e)  The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to Section 5(c)(i)-(iv) of this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(f)  The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company, the employment of the Executive by the Company is “at will” and, subject to Section 1(a) hereof, prior to the Effective Date, the Executive’s employment and/or this Agreement may be terminated by either the Executive or the Company at any time prior to the Effective Date, in which case the Executive shall have no further rights under this Agreement. From and after the Effective Date this Agreement shall supersede any other agreement, statement or understanding between the parties with respect to the subject matter hereof, except to the extent provided herein.

16.    Amended and Restated Agreement.    This Agreement restates and amends the 2000 Employment Agreement between the Company and the Executive. As of the Effective Date of this Agreement, the 2000 Employment Agreement, including all modifications and amendments thereto, whether in writing or otherwise, is amended and restated in its entirety by this Agreement.

[Following Page is the Signature Page ]

Amended and Restated Graphic Packaging International Corporation Executive Employment Agreement (March 2002)

17

IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from its Board of Directors and the Compensation Committee, the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first above written.

COMPANY: GRAPHIC PACKAGING INTERNATIONAL CORPORATION
By:
	Name Title:

Address of Executive:	EXECUTIVE:
	Name:

Amended and Restated Graphic Packaging International Corporation Executive Employment Agreement (March 2002)

18

SCHEDULE OF DEFINITIONS

“Accounting Firm” is defined in Section 10(b).

“Accrued Obligations” is defined in Section 6(a)(i)(A).

“affiliated companies” is defined in Section 1(c).

“Annual Bonus” is defined in Section 4(b) (ii).

“Base Salary” is defined in Section 1(c).

“Board” means Board of Directors of the Company.

“Business Acquisition” is defined in Section 2(d).

“Business Combination” is defined in Section 2(c).

“Cause” is defined in Section 5(b).

“Change of Control Period” is defined in Section 1(b).

“Company” is defined in the initial paragraph.

“Competitor” is defined in Section 11(b).

“Date of Termination” is defined in Section 5(e).

“Disability Effective Date” is defined in Section 5(a).

“Effective Date” is defined in Section 1(a).

“Employment Period” is defined in Section 3.

“Exchange Act” is defined in Section 2(a).

“Excise Tax” is defined in Section 10(a).

“Executive” means the individual identified in the initial paragraph.

“Good Reason” is defined in Section 5(c).

“Incumbent Board” is defined in Section 2(b).

Amended and Restated Graphic Packaging International Corporation Executive Employment Agreement (March 2002)

19

“Notice of Termination” is defined in Section 5(d).

“Other Benefits” is defined in Section 6(a)(iv).

“Outstanding Company Common Stock” is defined in Section 2(a).

“Outstanding Company Voting Stock” is defined in Section 2(a).

“Participate In” is defined in Section 11(b).

“Payment” is defined in Section 10(a).

“Person” is defined in Section 2(a).

“Recent Annual Bonus” is defined in Section 4(b)(ii).

“Reduced Amount” is defined in Section 10(a).

“Renewal Date” is defined in Section 1(b).

“SERP” is defined in Section 6(a)(v).

“Tax Payment” is defined in Section 10(a).

“Underpayment” is defined in Section 10(b).

“willful” is defined in Section 5(b).

Amended and Restated Graphic Packaging International Corporation Executive Employment Agreement (March 2002)

20

WAIVER AND RELEASE OF CLAIMS

In consideration of the receipt of payments and benefits described in the Sections 6 and 9 of the attached Executive Employment Agreement between the Executive and the Company, the Executive, as a free, knowing and voluntary act, agrees to waive his or her right to file individually or participate as a class member in any claims or lawsuits with federal or state agencies or courts against the Company and their successors and the directors, officers, employees, agents, attorneys and representatives of all of them (the “Company entities”) for any and all claims, demands, rights and/or causes of action that Executive might have or assert against the Company (1) by reason of active employment by the Company and all circumstances related thereto up to the date of execution of this Waiver and Release of Claims (“Waiver”), or (2) by reason of any other matter, case or thing whatsoever that may have occurred prior to the date of execution of this Waiver. This Waiver includes, but is not limited to, any and all debts, obligations, demands, claims, judgments or causes of action of any kind whatsoever, whether now known or unknown, in tort, in contract, by statute, or any other basis for compensatory, punitive or other damages, expenses, reimbursements or costs of any kind, including those that might arise out of allegations relating to claimed breach of an alleged oral or written contract, or related purported employment discrimination or civil rights violations including, but not limited to, alleged violations of Title VII of the Civil Rights Act of 1964, as amended; claims under the Civil Rights Act of 1991; claims under the Age Discrimination in Employment Act of 1967, as amended; claims under 42 U.S.C. § 1981, § 1981a, § 1983, § 1985, or § 1988; claims under the Family and Medical Leave Act of 1993; claims under the Americans with Disabilities Act of 1990, as amended; claims under the Fair Labor Standards Act of 1938, as amended; claims under the Employee Retirement Income Security Act of 1974, as amended; claims under the Colorado Anti-Discrimination Act; the Worker Adjustment and Retraining Notification Act; or claims under any other similar federal, state or local law or regulation.

Notwithstanding the foregoing, the Executive does not hereby release or waive his/her right to indemnification pursuant to the Company’s articles of incorporation, certificate of incorporation, bylaws, or director’s and officer’s liability insurance coverage.

Executive acknowledges that he or she has been given at least 21 calendar days to consider this Waiver and may choose to sign it earlier, and that he or she has been advised to consult with an attorney prior to signing this Waiver. Executive acknowledges that the signing of this Waiver is completely knowing and voluntary.

[The remainder of this page is intentionally left blank.]

Amended and Restated Graphic Packaging International Corporation Executive Employment Agreement (March 2002)

21

Executive has the right to rescind this Waiver within seven calendar days of signing it by delivering a written statement of revocation within that seven-day period by certified mail to Graphic Packaging International Corporation, Attention: General Counsel, 4455 Table Mountain Drive, Golden, Colorado 80403.

Executed this              day of             , 20            .

THIS IS A RELEASE: READ CAREFULLY BEFORE SIGNING.

YOU SHOULD CONSULT WITH AN ATTORNEY.

GRAPHIC PACKAGING INTERNATIONAL CORPORATION	EXECUTIVE
By:
Title:	Name:

Amended and Restated Graphic Packaging International Corporation Executive Employment Agreement (March 2002)

22

EX-12.1

Exhibit 12.1

Graphic Packaging International Corporation

Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends

(in thousands)

	Year Ended December 31,
	2001			2000			1999			1998			1997
Earnings:
Pretax income (loss) from continuing operations	$	10,693		$	(11,676	)	$	30,355		$	10,204		$	(2,065	)
Share of loss from equity investee		804			473			267			—			—
Fixed charges (from below)		80,654			97,161			56,642			27,078			10,927
Depreciation of capitalized interest		936			1,824			95			45			55
Capitalized interest		(1,828	)		(1,089	)		(1,974	)		(330	)		(460	)
Total earnings	$	91,259		$	86,693		$	85,385		$	36,997		$	8,457
Fixed Charges:
Interest expensed	$	52,811		$	82,071		$	50,240		$	25,579		$	8,686
Interest capitalized		1,828			1,089			1,974			330			460
Amortization of debt issuance costs		7,795			8,865			2,448			—			—
Interest factor in rent expense (1)		1,606			1,330			1,980			1,170			1,801
Funds needed to pay preferred stock dividends		16,614			3,806			—			—			—
Total fixed charges and preferred dividends	$	80,654		$	97,161		$	56,642		$	27,078		$	10,927
Ratio of earnings to combined fixed charges and preferred dividends		1.1			0.9			1.5			1.4			0.8
Deficiency	$	—		$	(10,468	)	$	—		$	—		$	(2,470	)

(1) 33% of rental expense (considered to be representative of the interest factor).

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Registration Statement on Form S-4 of Graphic Packaging International Corporation of our report dated February 12, 2002, except as to Note 6, which is as of February 28, 2002 and Note 19, which is as of April 8, 2002 relating to the financial statements and financial statement schedules of Graphic Packing International Corporation, which appear in such Registration Statement. We also consent to the reference to us under the heading "Experts" and in such Registration Statement.

/S/    PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP

Denver, Colorado

April 8, 2002

EX-25

Exhibit 25

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

A U.S. National Banking Association	41-1592157
(Jurisdiction of incorporation or	(I.R.S. Employer
organization if not a U.S. national	Identification No.)
bank)
Sixth Street and Marquette Avenue
Minneapolis, Minnesota	55479
(Address of principal executive offices)	(Zip code)

Stanley S. Stroup, General Counsel

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479

(612) 667-1234

(Agent for Service)

GRAPHIC PACKAGING CORPORATION

(Exact name of obligor as specified in its charter)

Delaware	23-2202691
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
4455 Table Mountain Drive
Golden, Colorado	80403
(Address of principal executive offices)	(Zip code)

Graphic Packaging International Corporation

(Exact name of obligor as specified in its charter)

Colorado	84-1208699
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
4455 Table Mountain Drive
Golden, Colorado	80403
(Address of principal executive offices)	(Zip code)

Graphic Packaging Holdings, Inc.

(Exact name of obligor as specified in its charter)

Colorado	84-1497312
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
4455 Table Mountain Drive
Golden, Colorado	80403
(Address of principal executive offices)	(Zip code)

Golden Technologies Company, Inc.

(Exact name of obligor as specified in its charter)

Colorado	84-1134499
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
4455 Table Mountain Drive
Golden, Colorado	80403
(Address of principal executive offices)	(Zip code)

Golden Equities, Inc.

(Exact name of obligor as specified in its charter)

Colorado	84-1212654
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

4455 Table Mountain Drive
Golden, Colorado	80403
(Address of principal executive offices)	(Zip code)

GAC Aluminum Corporation

(Exact name of obligor as specified in its charter)

Colorado	84-0842034
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

4455 Table Mountain Drive
Golden, Colorado	80403
(Address of principal executive offices)	(Zip code)

Lauener Engineering Limited

(Exact name of obligor as specified in its charter)

Delaware	84-1252296
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
4455 Table Mountain Drive
Golden, Colorado	80403
(Address of principal executive offices)	(Zip code)

8 5/8% Senior Subordinated Notes due 2012

(Title of the indenture securities)

Item 1.    General Information.    Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Treasury Department

Washington, D.C.

Federal Deposit Insurance Corporation

Washington, D.C.

The Board of Governors of the Federal Reserve System

Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2.     Affiliations with Obligor.     If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15.     Foreign Trustee.     Not applicable.

Item 16.     List of Exhibits.     List below all exhibits filed as a part of this Statement of Eligibility.

Wells Fargo Bank incorporates by reference into this Form T-1 the exhibits attached hereto.

Exhibit 1. a. A copy of the Articles of Association of the trustee now in effect.***

Exhibit 2.	a. A copy of the certificate of authority of the trustee to commence business issued June 28, 1872, by the Comptroller of the Currency to The Northwestern National Bank of Minneapolis.*
	b. A copy of the certificate of the Comptroller of the Currency dated January 2, 1934, approving the consolidation of The Northwestern National Bank of Minneapolis and The Minnesota Loan and Trust Company of Minneapolis, with the surviving entity being titled Northwestern National Bank and Trust Company of Minneapolis.*
	c. A copy of the certificate of the Acting Comptroller of the Currency dated January 12, 1943, as to change of corporate title of Northwestern National Bank and Trust Company of Minneapolis to Northwestern National Bank of Minneapolis.*
	d. A copy of the letter dated May 12, 1983 from the Regional Counsel, Comptroller of the Currency, acknowledging receipt of notice of name change effective May 1, 1983 from Northwestern National Bank of Minneapolis to Norwest Bank Minneapolis, National Association.*
	e. A copy of the letter dated January 4, 1988 from the Administrator of National Banks for the Comptroller of the Currency certifying approval of consolidation and merger effective January 1, 1988 of Norwest Bank Minneapolis, National Association with various other banks under the title of “Norwest Bank Minnesota, National Association.”*
	f. A copy of the letter dated July 10, 2000 from the Administrator of National Banks for the Comptroller of the Currency certifying approval of consolidation effective July 8, 2000 of Norwest Bank Minnesota, National Association with various other banks under the title of “Wells Fargo Bank Minnesota, National Association.”****
Exhibit 3.	A copy of the authorization of the trustee to exercise corporate trust powers issued January 2, 1934, by the Federal Reserve Board.*
Exhibit 4.	Copy of By-laws of the trustee as now in effect.***
Exhibit 5.	Not applicable
Exhibit 6.	The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7.	Incorporated by reference to filing reference number 333-64954
Exhibit 8.	Not applicable.
Exhibit 9.	Not applicable.

* Incorporated by reference to exhibit number 25 filed with registration statement number 33-66026.

*** Incorporated by reference to exhibit T3G filed with registration statement number 022-22473.

**** Incorporated by reference to exhibit number 25.1 filed with registration statement number 001-15891.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank Minnesota, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis and State of Minnesota on the 1st day of April, 2002.

WE LLS FARGO BANK MINNESOTA,

NA TIONAL ASSOCIATION

/S/ :    ROBERT L. REYNOLDS        

Ro bert L. Reynolds

Vic e President

EXHIBIT 6

April 1, 2002

Securities and Exchange Commission

Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Ve ry truly yours,

WE LLS FARGO BANK MINNESOTA,

NA TIONAL ASSOCIATION

/S/ :    ROBERT L. REYNOLDS        

Ro bert L. Reynolds

Vic e President

EX-99.1

EXHIBIT 99.1

LETTER OF TRANSMITTAL

Offer to Exchange (the “Exchange Offer”) up to $300,000,000 Aggregate

Principal Amount of 8-5/8% Senior Subordinated Notes Due 2012

for a like principal amount of Registered 8-5/8% Senior Subordinated Notes Due 2012,

of Graphic Packaging Corporation (the “Company”)

Pursuant to the Prospectus, dated April [            ], 2002 (the “Prospectus”)

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY

TIME, ON [            ], 2002, UNLESS EXTENDED BY THE COMPANY (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

By Registered or Certified Mail:	By Overnight Courier:	By Hand:	By Facsimile:
Wells Fargo Bank Minnesota, N.A. Corporate Trust Services 213 Court Street, Suite 902 Middletown, CT 06457 Attention: Robert L. Reynolds, Vice President	Wells Fargo Bank Minnesota, N.A. Corporate Trust Services 213 Court Street, Suite 902 Middletown, CT 06457 Attention: Robert L. Reynolds, Vice President	Wells Fargo Bank Minnesota, N.A. Corporate Trust Services 213 Court Street, Suite 902 Middletown, CT 06457 Attention: Robert L. Reynolds, Vice President	Wells Fargo Bank Minnesota, N.A. Corporate Trust Services Fax: 860-704-6219 Confirm by telephone: 860-704-6216 Attention: Robert L. Reynolds, Vice President

Delivery of this instrument to an address other than as set forth above, or transmission of instructions via facsimile other than as set forth above, will not constitute a valid delivery.

The undersigned acknowledges that he or she has received the Prospectus of the Company and this Letter of Transmittal (the “Letter”), which together constitute the Company’s offer to exchange up to $300,000,000 aggregate principal amount of its 8-5/8% Senior Subordinated Notes Due 2012, (the “New Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount at maturity of the Company’s issued and outstanding 8-5/8% Senior Subordinated Notes Due 2012 (the “Old Notes”), which have not been registered under the Securities Act. Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.

For each Old Note accepted for exchange, the holder of such Old Note will receive a New Note having a principal amount at maturity equal to that of the surrendered Old Note. The New Notes will bear interest from the last interest payment date of the Old Notes to occur prior to the issue date of the New Notes or, if no interest has been paid, from the date of the governing

indenture. Interest on the New Notes will accrue at the rate of 8-5/8% per annum from February 28, 2002 and will be payable semiannually in arrears on February 15 and August 15 of each year, commencing on August 15, 2002. The New Notes will mature on February 15, 2012.

If (i) the Company has not filed a shelf registration statement (“Shelf Registration Statement”) with the SEC on or prior to 90 days after such filing obligation arises, or (ii) the Company has not filed a registration statement for the Exchange Offer (“Exchange Offer Registration Statement”) with the SEC on or prior to 90 days after such filing obligation arises, or, (iii) either the Shelf Registration Statement or the Exchange Offer Registration Statement has not been declared effective by the SEC on or prior to 180 days after the respective filing obligation arises, or (iv) the registered Exchange Offer is not consummated within 210 days after the original issuance date of the Old Notes, or (v) either the Shelf Registration Statement or Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable, subject to certain exceptions in connection with resales of the notes during certain specified periods (each such event referred to in clauses (i) through (v) a “Registration Default”), then commencing on the day of the occurrence of such Registration Default, the Company will pay additional cash interest on the Old Notes or New Notes, as the case may be, with respect to the first 90-day period immediately following the occurrence of the first Registration Default, in an amount equal to 0.25% per annum of the principal amount at maturity of such notes held by such holder. The amount of the additional cash interest will increase by an additional 0.25% per annum of the principal amount at maturity of such notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional cash interest for all Registration Defaults of 1.5% per annum of the principal amount at maturity of such notes. Following the cure of all Registration Defaults, the accrual of the additional cash interest will cease. Holders of Old Notes accepted for exchange will be deemed to have waived the right to receive any other payments or accrued interest on such Old Notes.

The Company reserves the right, at any time or from time to time, to extend the Exchange Offer at its sole and reasonable discretion, in which event the term “Expiration Date” shall mean the latest time and date to which the Exchange Offer is extended. The Company will notify the exchange agent of any extension by oral or written notice and will make a public announcement of the extension before 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

This Letter is to be completed by holders of Old Notes either if certificates are to be forwarded herewith or if a tender of Old Notes, if available, is to be made by book-entry transfer to the account maintained by Wells Fargo Bank Minnesota, N.A., as exchange agent (the “Exchange Agent”) at The Depository Trust Company (the “Book-Entry Transfer Facility”) pursuant to the procedures set forth in the “The Exchange Offer—Procedures for Tendering” section of the Prospectus. Holders of Old Notes whose certificates are not immediately available, or who are unable to deliver their certificates or confirmation of the book-entry tender of their Old Notes into the Exchange Agent’s account at the Book-Entry Transfer Facility (a “Book-Entry Confirmation”) and all other documents required by this Letter to the Exchange Agent on or prior to the Expiration Date, must tender their Old Notes according to the guaranteed delivery procedures set forth in the “The Exchange Offer—Procedures for Tendering—Guaranteed Delivery Procedures” section of the Prospectus. See Instruction 1 below. Delivery

2

of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.

The undersigned has completed the appropriate boxes below and signed this Letter to indicate the action the undersigned desires to take with respect to the Exchange Offer.

List below the Old Notes to which this Letter relates. If the space provided below is inadequate, the certificate numbers and principal amount at maturity of Old Notes should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF OLD NOTES
	1	2	3
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)	Certificate Number(s)*	Aggregate Principal Amount at Maturity of Old Notes	Principal Amount at Maturity Tendered**
	Total:

* Need not be completed if Old Notes are being tendered by book-entry transfer.

** Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Old Notes represented by the Old Notes indicated in column 2. See Instruction 2 below. Old Notes tendered must be in denominations of principal amount at maturity of $1,000 and any integral multiple thereof. See Instruction 1 below.

CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution: _________________________________________________________________

Account Number: __________________ Transaction Code Number: __________________________________

CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

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Name(s) of Registered Holder(s):_______________________________________________________________

Window Ticket Number (if any):_______________________________________________________________

Date of Execution of Notice of Guaranteed Delivery:_______________________________________________

Name of Institution which guaranteed delivery:____________________________________________________

If Delivered by Book-Entry Transfer, Complete the Following:_______________________________________

Account Number: __________________    Transaction Code Number:_________________________________

¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the aggregate principal amount at maturity of Old Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Old Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Old Notes as are being tendered hereby.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, sell, assign and transfer the Old Notes tendered hereby and that, when the same are accepted by the Company, the Company will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The undersigned hereby further represents and warrants that any New Notes acquired in exchange for Old Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such New Notes, whether or not such person is the undersigned, that neither the holder of such Old Notes nor any such other person is engaged in, or intends to engage in, a distribution of such New Notes, or has an arrangement or understanding with any person to participate in the distribution of such New Notes, and that neither the holder of such Old Notes nor any such other person is an “affiliate” of the Company as defined in Rule 405 under the Securities Act. The undersigned also acknowledges that this Exchange Offer is being made by the Company based upon the Company’s understanding of an interpretation by the staff of the Securities and Exchange Commission (the “Commission”) as set forth in no-action letters issued to third parties, that the New Notes issued in exchange for the Old Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that: (1) such

4

holders are not affiliates of the Company within the meaning of Rule 405 under the Securities Act; (2) such New Notes are acquired in the ordinary course of such holders’ business; and (3) such holders are not engaged in, and do not intend to engage in, a distribution of such New Notes and have no arrangement or understanding with any person to participate in the distribution of such New Notes. However, the staff of the Commission has not considered the Exchange Offer in the context of a no-action letter, and there can be no assurance that the staff of the Commission would make a similar determination with respect to the Exchange Offer as in other circumstances. If a holder of Old Notes is an affiliate of the Company, and is engaged in or intends to engage in a distribution of the New Notes or has any arrangement or understanding with respect to the distribution of the New Notes to be acquired pursuant to the Exchange Offer, such holder could not rely on the applicable interpretations of the staff of the Commission and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of the New Notes. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, it represents that the Old Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the exchange, assignment and transfer of the Old Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in the “The Exchange Offer—Withdrawal Rights” section of the Prospectus.

Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, please deliver the New Notes in the name of the undersigned or, in the case of a book-entry delivery of Old Notes, please credit the account indicated above maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the New Notes (and, if applicable, substitute certificates representing Old Notes for any Old Notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Old Notes.”

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THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OLD NOTES” ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS SET FORTH IN SUCH BOX ABOVE.
SPECIAL ISSUANCE INSTRUCTIONS (See Instructions 3 and 4)	SPECIAL DELIVERY INSTRUCTIONS (See Instructions 3 and 4)
To be completed ONLY if certificates for Old Notes not tendered and/or New Notes are to be issued in the name of and sent to someone other than the person(s) whose signature(s) appear(s) on this Letter above, or if Old Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.	To be completed ONLY if certificates for Old Notes not tendered and/or New Notes are to be sent to someone other than the person(s) whose signature(s) appear(s) on this Letter above or to such person(s) at an address other than shown in the box entitled “Description of Old Notes” on this Letter above.
Issue: New Notes and/or Old Notes to:	Mail: New Notes and/or Old Notes to:
Name(s): _______________________________ (Please Type or Print) _______________________________________ (Please Type or Print) Address: ________________________________ ________________________________________ (Including Zip Code) (Complete accompanying Substitute Form W-9)	Name(s): ______________________________ (Please Type or Print) _______________________________________ (Please Type or Print) Address: ________________________________ ________________________________________ (Include Zip Code)
¨    Credit unexchanged Old Notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below. __________________________________________ (Book-Entry Transfer Facility Account Number, if applicable)

IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES FOR OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL

CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

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PLEASE SIGN HERE (TO BE COMPLETED BY ALL TENDERING HOLDERS) (Complete accompanying Substitute Form W-9 on reverse side)
Dated:_______________________________ , 2002
x: _______________________________________ x: _______________________________________ (Signature(s) of Owner(s))	___________________________________, 2002 ___________________________________, 2002 (Date)
Area Code and Telephone Number: ____________________________________

If a holder is tendering any Old Notes, this Letter must be signed by the registered Holder(s) as the name(s) appear(s) on the certificate(s) for the Old Notes or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 3 below.

Name(s): __________________________________________________________________________________

(Please Type or Print)

Capacity: __________________________________________________________________________________

Address: __________________________________________________________________________________

(Including Zip Code)

SIGNATURE GUARANTEE

(if Required by Instruction 3)

Signature Guaranteed by an Eligible Institution: ___________________________________________________

(Authorized Signature)

__________________________________________

(Title)

_________________________________________

(Name and Firm)

Date:________________________________ , 2002

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INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer to Exchange

Outstanding 8-5/8% Senior Subordinated Notes Due 2012, for a like principal amount of

Registered 8-5/8% Senior Subordinated Notes Due 2012,

of Graphic Packaging Corporation

1.    Delivery of this Letter and Notes; Guaranteed Delivery Procedures.

This Letter is to be completed by holders of Old Notes either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in the “The Exchange Offer—Procedures for Tendering—Guaranteed Delivery Procedures” section of the Prospectus. Certificates for all physically tendered Old Notes, or Book-Entry Confirmation, as the case may be, as well as a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and any other documents required by this Letter, must be received by the Exchange Agent at the address set forth herein on or prior to the Expiration Date, or the tendering holder must comply with the guaranteed delivery procedures set forth below. Old Notes tendered hereby must be in denominations of principal amount at maturity of $1,000 and any integral multiple thereof.

Holders of Old Notes whose certificates for Old Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Old Notes pursuant to the guaranteed delivery procedures set forth in the “The Exchange Offer—Procedures for Tendering—Guaranteed Delivery Procedures” section of the Prospectus. Pursuant to such procedures, (i) such tender must be made through an Eligible Institution (as defined below), (ii) prior to the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed Letter (or facsimile thereof) and Notice of Guaranteed Delivery, substantially in the form provided by the Company (by facsimile transmission, mail or hand delivery), setting forth the name and address of the holder of Old Notes, the certificate number or numbers of such Old Notes and the principal amount at maturity of Old Notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange trading days after the date of execution of such letter or facsimile transmission by the Eligible Institution, the Letter (or facsimile thereof), together with the certificate or certificates representing the Old Notes to be tendered in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and any other documents required by this Letter will be deposited by the Eligible Institution with the Exchange Agent, and (iii) such properly completed and executed Letter (or facsimile thereof), as well as the certificate or certificates representing all tendered Old Notes in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and all other documents required by this Letter are received by the Exchange Agent within three New York Stock Exchange trading days after the date of execution of such letter or facsimile transmission by the Eligible Institution.

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The method of delivery of this Letter, the Old Notes and all other required documents is at the election and risk of the tendering holders. Instead of delivery by mail, it is recommended that holders use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the Exchange Agent before the Expiration Date. No Letter of Transmittal or Old Notes should be sent to the Company. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect the tenders for such holders.

See the “The Exchange Offer” section of the Prospectus.

2.     Partial Tenders; Withdrawals.

If less than all of the Old Notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount at maturity of Old Notes tendered in the box entitled “Description of Old Notes—Principal Amount at Maturity Tendered.” A newly issued certificate for the Old Notes submitted but not tendered will be sent to such holder as soon as practicable after the Expiration Date. All Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise clearly indicated.

If not yet accepted, a tender pursuant to the Exchange Offer may be withdrawn prior to the Expiration Date. To be effective with respect to the tender of Old Notes, a notice of withdrawal must: (i) be received by the Exchange Agent on or prior to the Expiration Date; (ii) specify the name of the Old Notes; (iii) state that the holder is withdrawing his election to have the Old Notes exchanged, contain the certificate numbers shown on the particular certificates evidencing such Old Notes to be withdrawn and the principal amount at maturity of Old Notes represented by such certificates; and (iv) be signed by the holder in the same manner as the original signature on this Letter (including any required signature guarantee). The Exchange Agent will return the properly withdrawn Old Notes promptly following receipt of notice of withdrawal. If Old Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Old Notes or otherwise comply with the book-entry transfer facility’s procedures. Withdrawals of tenders of Old Notes may not be rescinded. All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by the Company, and such determination will be final and binding on all parties.

3.     Signatures on this Letter, Bond Powers and Endorsements; Guarantee of Signatures.

If this Letter is signed by the registered holder of the Old Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without alteration, enlargement or any change whatsoever.

If any tendered Old Notes are owned of record by two or more joint owners, all such owners must sign this Letter.

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If any tendered Old Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter as there are different registrations of certificates.

When this Letter is signed by the registered holder (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Old Notes) of the Old Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the New Notes are to be issued to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificate(s) must be guaranteed by an Eligible Institution (as defined below).

If this Letter is signed by a person other than the registered holder or holders of any Old Notes specified therein, such certificate(s) must be endorsed by such registered holder(s) or accompanied by separate written instruments of transfer or endorsed in blank by such registered holder(s) exchange in form satisfactory to the Company and duly executed by the registered holder, in either case signed exactly as such registered holder(s) name or names appear(s) on the Old Notes.

If the Letter or any certificates of Old Notes or separate written instruments of transfer or exchange are signed or endorsed by trustees, executors, administrators, guardians, attorney-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and unless waived by the Company, evidence satisfactory to the Company of their authority to so act must be submitted with the Letter.

Signature on a Letter or a notice of withdrawal, as the case may be, must be guaranteed by an Eligible Institution unless the Old Notes tendered pursuant thereto are tendered (i) by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the Letter or (ii) for the account of an Eligible Institution. In the event that signatures on a Letter or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantee must be by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an “Eligible Institution”).

4.     Special Issuance and Delivery Instructions.

Tendering holders of Old Notes should indicate in the applicable box the name and address to which New Notes issued pursuant to the Exchange Offer are to be issued or sent, if different from the name or address of the person signing this Letter. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. Holders tendering Old Notes by book-entry transfer may request that Old Notes not exchanged be credited to such account maintained at the Book- Entry Transfer Facility as such noteholder may designate hereon. If no such instructions are given, such Old Notes not exchanged will be returned to the name or address of the person signing this Letter.

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5.     Tax Identification Number.

Federal income tax law generally requires that a tendering holder whose Old Notes are accepted for exchange must provide the Company (as payor) with such holder’s correct Taxpayer Identification Number (“TIN”) on Substitute Form W-9 below or otherwise establish a basis for exemption from backup withholding. If such holder is an individual, the TIN is his or her social security number. If the Company is not provided with the current TIN or an adequate basis for an exemption, such tendering holder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, delivery to such tendering holder of New Notes may be subject to backup withholding in an amount up to 31% of all reportable payments made after the exchange.

Certain holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (the “W-9 Guidelines”) for additional instructions.

To prevent backup withholding, each tendering holder of Old Notes must provide its correct TIN by completing the “Substitute Form W-9” set forth below, certifying that the TIN provided is correct (or that such holder is awaiting a TIN) and that (i) the holder is exempt from backup withholding, (ii) the holder has not been notified by the Internal Revenue Service that such holder is subject to a backup withholding as a result of a failure to report all interest or dividends, or (iii) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding. If the tendering holder of Old Notes is a nonresident alien or foreign entity not subject to backup withholding, such holder must give the Company a completed Form W-8, Certificate of Foreign Status. These forms may be obtained from the Exchange Agent. If the Old Notes are in more than one name or are not in the name of the actual owner, such holder should consult the W-9 Guidelines for information on which TIN to report. If such holder does not have a TIN, such holder should consult the W-9 Guidelines for instructions on applying for a TIN, check the box in Part 2 of the Substitute Form W-9, write “applied for” in lieu of its TIN and complete the Certificate of Awaiting Taxpayer Identification Number. Note: checking this box and writing “applied for” on the form means that such holder has already applied for a TIN or that such holder intends to apply for one in the near future. If a holder checks the box in Part 2 of the Substitute Form W-9 and writes “applied for” on that form, backup withholding at a rate of up to 31% will nevertheless apply to all reportable payments made to such holder. If such a holder furnishes its TIN to the Company within 60 days, however, any amounts so withheld shall be refunded to such holder.

Backup withholding is not an additional Federal income tax. Rather, the Federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in overpayment of taxes, a refund may be obtained from the Internal Revenue Service.

6.     Transfer Taxes.

Holders who tender their Old Notes for exchange will not be obligated to pay any transfer taxes in connection therewith. If, however, New Notes are to be delivered to, or are to be issued

11

in the name of, any person other than the registered holder of the Old Notes tendered hereby, or if tendered Old Notes are registered in the name of any person other than the person signing this Letter, or if a transfer tax is imposed for any reason other than the exchange of Old Notes in connection with the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Old Notes specified in this Letter.

7.     Waiver of Conditions.

The Company reserves the right to waive satisfaction of any or all conditions enumerated in the Prospectus.

8.     No Conditional Tenders.

No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Old Notes by execution of this Letter, shall waive any right to receive notice of the acceptance of their Old Notes for exchange.

Neither the Company, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Old Notes nor shall any of them incur any liability for failure to give any such notice.

9.     Mutilated, Lost, Stolen or Destroyed Old Notes.

Any holder whose Old Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

10.     Requests for Assistance or Additional Copies.

Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter, may be directed to the Exchange Agent, at the address and telephone number indicated above.

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TO BE COMPLETED BY ALL TENDERING HOLDERS

(See Instruction 5)

PAYOR’S NAME: GRAPHIC PACKAGING CORPORATION

		TIN: [_______]
SUBSTITUTE Form W-9	PART 1—PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW		Social Security Number or Employer Identification Number

Department of the Treasury Internal Revenue Service	PART 2—TIN Applied For: __________
	CERTIFICATIONS—UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
Payer’s Request for Taxpayer Identification Number (“TIN”) and Certification	(1)  the number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me); (2)  I am not subject to backup withholding because (a) I am exempt from backup withholding, (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and (3)  any other information provided on this form is true and correct.
	Signature:	Date:

You must cross out item (2) of the above certification if you have been notified by the IRS that you are subject to backup withholding because of underreporting of interest or dividends on your tax returns and you have not been notified by the IRS that you are no longer subject to backup withholding.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU CHECKED

THE BOX IN PART 2 OF SUBSTITUTE FORM W-9

13

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, up to 31 percent of all reportable cash payments made to me thereafter will be withheld until I provide a number.

Signature:                                       Date:                                        

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EX-99.2

EXHIBIT 99.2

NOTICE OF GUARANTEED DELIVERY FOR

GRAPHIC PACKAGING CORPORATION

This form or one substantially equivalent hereto must be used to accept the Exchange Offer of Graphic Packaging Corporation (the “Company”) made pursuant to the Prospectus, dated April [            ], 2002 (the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”) if certificates for Old Notes of the Company are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Company prior to 5:00 p.m., New York City time, on the Expiration Date of the Exchange Offer. Such form may be delivered or transmitted by facsimile transmission, mail or hand delivery to Wells Fargo Bank Minnesota, N.A. (the “Exchange Agent”) as set forth below. In addition, in order to utilize the guaranteed delivery procedure to tender Old Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of Transmittal (or facsimile thereof) must also be received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. Capitalized terms not defined herein are defined in the Letter of Transmittal.

By Registered or Certified Mail:	By Overnight Courier:	By Hand:	By Facsimile:
Wells Fargo Bank Minnesota, N. A. Corporate Trust Services 213 Court Street, Suite 902 Middletown, CT 06457 Attention: Robert L. Reynolds Vice President	Wells Fargo Bank Minnesota, N. A. Corporate Trust Services 213 Court Street, Suite 902 Middletown, CT 06457 Attention: Robert L. Reynolds Vice President	Wells Fargo Bank Minnesota, N. A. Corporate Trust Services 213 Court Street, Suite 902 Middletown, CT 06457 Attention: Robert L. Reynolds Vice President	Wells Fargo Bank Minnesota, N.A. Corporate Trust Services Fax: 860-704-6219 Confirm by telephone: 860-704-6216

Delivery of this instrument to an address other than as set forth above, or transmission of instructions via facsimile other than as set forth above, will not constitute a valid delivery.

Ladies and Gentlemen:

Upon the terms and conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Company the principal amount at maturity of Old Notes set forth below, pursuant to the guaranteed delivery procedure described in “The Exchange Offer—Procedures for Tendering—Guaranteed Delivery Procedures” section of the Prospectus.

Principal Amount of Notes Tendered:*
$_______________________________ Certificate Nos. (if available): ________________________________	If Old Notes will be delivered by book-entry transfer to The Depository Trust Company, provide account number.
Total Principal Amount Represented by Old Notes Certificate(s): $_______________________________	Account Number:____________________________

* Must be in denominations of principal amount at maturity of $1,000 and any integral multiple thereof.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

PLEASE SIGN HERE

X ________________________________________	_____________________________________
X ________________________________________	_____________________________________
Signature(s) of Owner(s)	Date
or authorized Signatory
Area Code and Telephone Number: __________________________________________________________

2

Must be signed by the holder(s) of the Old Notes as the name(s) of such holder(s) appear(s) on the certificate(s) for the Old Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If any signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below.

Please print name(s) and address(es)

Name(s):

Capacity:

Address(es):

GUARANTEE

The undersigned, a member of a registered national securities exchange, or a member of the National Association of Securities Dealers, Inc., or a commercial bank trust company having an office or correspondent in the United States, or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, hereby guarantees that the certificates representing the principal amount at maturity of Old Notes tendered hereby in proper form for transfer, or timely confirmation of the book-entry transfer of such Old Notes into the Exchange Agent’s account at Wells Fargo Bank Minnesota, N. A. pursuant to the procedures set forth in the “The Exchange Offer—Procedures for Tendering—Guaranteed Delivery Procedures” section of the Prospectus, together with a properly completed

3

and duly executed Letter of Transmittal (or facsimile thereof) with any required signature guarantee and any other documents required by the Letter of Transmittal, will be received by the Exchange Agent at the address set forth above, within three New York Stock Exchange trading days after the date hereof.

___________________________________________	____________________________________________
Name of Firm	Authorized Signature
___________________________________________	____________________________________________
Address	Title
___________________________________________	Name: ______________________________________
Zip Code	(Please Type or Print)
Area Code and Tel No.: _________________________	Dated: _______________________________________

NOTE: DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES FOR OLD NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.

4

EX-99.3

EXHIBIT 99.3

Offer to Exchange up to $300,000,000 Aggregate Principal Amount of

Outstanding 8-5/8% Senior Subordinated Notes Due 2012,

For a like principal amount of Registered 8-5/8% Senior Subordinated Notes Due 2012,

of Graphic Packaging Corporation

To: Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees

Graphic Packaging Corporation (the “Company”) is offering to exchange (the “Exchange Offer”), upon and subject to the terms and conditions set forth in the Prospectus, dated April [            ], 2002 (the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”), its 8-5/8% Senior Subordinated Notes Due 2012, which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for its outstanding 8-5/8% Senior Subordinated Notes Due 2012 (the “Old Notes”). The Exchange Offer is being made in order to satisfy certain obligations of the Company contained in the Registration Rights Agreement dated as of February 28, 2002, among the Company, Graphic Packaging International Corporation and the initial purchasers referred to therein.

We are requesting that you contact your clients for whom you hold Old Notes regarding the Exchange Offer. For your information and for forwarding to your clients for whom you hold Old Notes registered in your name or in the name of your nominee, or who hold Old Notes registered in their own names, we are enclosing the following documents:

1. The Prospectus;

2. The Letter of Transmittal for your use and for the information of your clients;

3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer if certificates for Old Notes are not immediately available or time will not permit all required documents to reach the Exchange Agent prior to the Expiration Date (as defined below) or if the procedure for book-entry transfer cannot be completed on a timely basis;

4. A form of letter which may be sent to your clients for whose account you hold Old Notes registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offer;

5. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9; and

6. Return envelopes addressed to Wells Fargo Bank Minnesota, N. A., the Exchange Agent for the Old Notes.

Your prompt action is requested. The Exchange Offer will expire at 5:00 p.m., New York City time, on [            ], 2002 (the “Expiration Date”), unless extended by the Company. The Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before 5:00 p.m., New York City time, on the Expiration Date.

To participate in the Exchange Offer, a duly executed and properly completed Letter of Transmittal (or facsimile thereof), with any required signature guarantees and any other required documents, should be sent to the Exchange Agent, along with certificates representing the Old Notes, all in accordance with the instructions set forth in the Letter of Transmittal and the Prospectus.

If holders of Old Notes wish to tender, but it is impracticable for them to forward their certificates for Old Notes prior to the expiration of the Exchange Offer or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus under “The Exchange Offer—Procedures for Tendering—Guaranteed Delivery Procedures.”

Any inquiries you may have with respect to the Exchange Offer or requests for additional copies of the enclosed materials should be directed to the Exchange Agent for the Old Notes, at its address and telephone number set forth on the front of the Letter of Transmittal.

    Very truly yours,

    Graphic Packaging Corporation

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

Enclosures

EX-99.4

EXHIBIT 99.4

Graphic Packaging Corporation

Offer to Exchange up to $300,000,000 Aggregate Principal Amount of

Outstanding 8-5/8% Senior Subordinated Notes Due 2012,

For a Like Principal Amount of Registered 8-5/8% Senior Subordinated Notes Due 2012

To Our Clients:

Enclosed for your consideration is a Prospectus, dated April [            ], 2002 (the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”), relating to the offer (the “Exchange Offer”) of Graphic Packaging Corporation (the “Company”) to exchange its 8-5/8% Senior Subordinated Notes Due 2012, which have been registered under the Securities Act of 1933, as amended, for its outstanding 8-5/8% Senior Subordinated Notes Due 2012 (the “Old Notes”), upon the terms and subject to the conditions described in the Prospectus. The Exchange Offer is being made in order to satisfy certain obligations of the Company contained in the Registration Rights of Agreement dated as of February 28, 2002 among the Company, Graphic Packaging International Corporation and the initial purchasers referred to therein.

This material is being forwarded to you as the beneficial owner of the Old Notes carried by us in your account but not registered in your name. A tender of such Old Notes may only be made by us as the holder of record and pursuant to your instructions.

Accordingly, we request instructions as to whether you wish us to tender on your behalf the Old Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal.

Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Old Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City time, on [            ], 2002 (the “Expiration Date”) unless extended by the Company. Any Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before 5:00 p.m., New York City time, on the Expiration Date.

Your attention is directed to the following:

1. The Exchange Offer is for up to $300,000,000 aggregate principal amount of Old Notes.

2. The Exchange Offer is subject to certain conditions set forth in the Prospectus in the section captioned “The Exchange Offer—Conditions.”

3. The Exchange Offer expires at 5:00 p.m., New York City time, on the Expiration Date, unless extended by the Company.

If you wish to tender your Old Notes, please so instruct us by completing, executing and returning to us the instruction form on the following page. The Letter of Transmittal is furnished to you for information only and may not be used directly by you to tender Old Notes.

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INSTRUCTIONS WITH RESPECT TO

THE EXCHANGE OFFER

The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Exchange Offer made by Graphic Packaging Corporation with respect to its Old Notes.

This will instruct you to tender the Old Notes held by you for the account of the undersigned, upon and subject to terms and conditions set forth in the Prospectus and the related Letter of Transmittal.

Please tender the Old Notes held by you for my account as indicated below:

Aggregate Principal Amount of Old Notes

8  5/8% Senior Subordinated Notes

Due 2012

(must be an integral multiple of $1,000)

[            ] Please do not tender any Old Notes

held by you for my account.

Dated:                                                  , 2002

Signature(s)

Please print name(s) here

Address(es)

Area Code(s) and Telephone Number(s)

Tax Identification or Social Security No(s)

None of the Old Notes held by us for your account will be tendered in the Exchange Offer unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all the Old Notes held by us for your account in the Exchange Offer.

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EX-99.5

EXHIBIT 99.5

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payer.

Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00–0000000. The table below will help determine the number to give the payer. All “Section” references are to the Internal Revenue Code of 1986, as amended. “IRS” is the Internal Revenue Service.

For this type of account	Give the TAXPAYER IDENTIFICATION number of
1.      An individual’s account	The individual
2.      Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.      Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4. a.  The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)
b.  So-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.      Sole proprietorship account	The owner(3)
6.      A valid trust, estate or pension trust	The legal entity(4)
7.      Corporate account	The corporation
8.      Association, club, religious, charitable, educational, or other tax-exempt organization account	The organization
9.      Partnership account	The partnership

10.    A broker or registered nominee The broker or nominee

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For this type of account Give the TAXPAYER IDENTIFICATION number of

11.    Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district or prison) that receives agricultural program payments The public entity

(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.

(2) Circle the minor’s name and furnish the minor’s social security number.

(3) You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or your employer identification number (if you have one).

(4) List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Obtaining a Number

If you do not have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Card (for individuals), or Form SS-4, Application for Employer Identification Number (for businesses and all other entities), at the local Social Security Administration or the IRS, or by calling the IRS at 1-800-TAX-FORM, and apply for a number.

Payees specifically exempted from withholding include:

• An organization exempt from tax under section 501(a), or an individual retirement account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2).

• The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or wholly-owned agency or instrumentality of any one or more of the foregoing.

• An international organization or any agency or instrumentality thereof.

• A foreign government and any political subdivision, agency or instrumentality thereof.

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Payees that may be exempt from backup withholding include:

• A corporation.

• A financial institution.

• A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

• A real estate investment trust.

• A common trust fund operated by a bank under Section 584(a).

• An exempt charitable remainder trust, or a non-exempt trust described in section 4947(a)(1).

• An entity registered at all times under the Investment Company Act of 1940.

• A middleman known in the investment community as a nominee or custodian.

• A futures commission merchant registered with the Commodity Futures Trading Commission.

• A foreign central bank of issue.

Payments of dividends and patronage dividends generally exempt from backup withholding include:

• Payments to nonresident aliens subject to withholding under Section 1441.

• Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.

• Payments of patronage dividends not paid in money.

• Payments made by certain foreign organizations.

• Section 404(k) payments made by an ESOP.

Payments of interest generally exempt from backup withholding include:

• Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and you have not provided your correct taxpayer identification number to the payer.

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• Payments of tax-exempt interest (including exempt-interest dividends under Section 852).

• Payments described in Section 6049(b)(5) to nonresident aliens.

• Payments on tax-free covenant bonds under section 1451.

• Payments made by certain foreign organizations.

• Mortgage interest paid to you.

Certain payments, other than payments of interest, dividends, and patronage dividends, which are exempt from information reporting are also exempt from backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.

Exempt payees described above must file Form W-9 or a substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FORM, AND RETURN TO THE PAYEE. ALSO SIGN AND DATE THE FORM. IF YOU ARE A NONRESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH A PAYER A COMPLETED INTERNAL REVENUE FORM W-8 (CERTIFICATE OF FOREIGN STATUS).

Privacy Act Notice

Section 6109 requires you to provide your correct taxpayer identification number to payers, who must report the payments to the IRS. The IRS uses the number for identification purposes and may also provide this information to various government agencies for tax enforcement or litigation purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold up to 31% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1) Failure to Furnish Taxpayer Identification Number—If you fail to furnish your correct taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information With Respect to Withholding—If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information—Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

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FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

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